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EX-99.1 - EX-99.1 - MWI Veterinary Supply, Inc.mwiv-20131101ex991aedcdd.htm

 

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 1, 2013

MWI VETERINARY SUPPLY, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-51468

02-0620757

(State or other jurisdiction
of Incorporation)

(Commission File
Number)

(I.R.S. Employer
Identification No.)

 

3041 W. Pasadena Drive, Boise, ID 83705

(Address of principal executive offices)   (Zip Code)

(208) 955-8930

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 2.01.  Completion of Acquisition or Disposition of Assets

On November 1, 2013 (the “Closing”), pursuant to the Asset Purchase Agreement (the “Agreement”) dated August 28, 2013 among MWI Veterinary Supply Co., an Idaho corporation (“Buyer”) and wholly-owned subsidiary of MWI Veterinary Supply, Inc., a Delaware corporation ("MWI"); AHN International LLC, a Delaware limited liability company (“AHN”); and IVESCO Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of AHN (“Seller”), Buyer acquired substantially all of the assets and assumed certain liabilities of Seller.

 

The assets acquired and the certain liabilities assumed relate to Seller’s business prior to the Closing, specifically,  (a) the distribution and sale of animal health and related products and (b) service, logistics and technical support relating to such distribution and sale of animal health and related products.

 

The cash purchase price pursuant to the Agreement is $67.5 million, plus a closing net working capital adjustment of approximately $11.2 million, subject to certain final post-closing working capital and debt adjustments.  Of the cash consideration, $5.77 million was deposited into escrow as security for certain indemnification and other contractual obligations of Seller and post-closing adjustments relating to working capital and debt. 

 

The cash purchase price was funded with borrowings by Buyer under its existing Credit Agreement dated December 13, 2006, and as amended from time to time, among Buyer, MWI,  Memorial Pet Care, Inc. and the lenders party thereto.

   

Item 7.01.  Regulation FD Disclosure

On November 1, 2013, MWI issued a press release announcing the Closing. A copy of the press release is attached as Exhibit 99.1 to this report.

 

The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01.  Financial Statements and Exhibits

  

(d)             Exhibits

 

99.1

 

MWI Veterinary Supply, Inc. press release dated November 1, 2013.  

 

 

 



 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

MWI VETERINARY SUPPLY, INC.

 

 

 

Date:  November 1, 2013

By:

/s/ Mary Patricia B. Thompson

 

 

Mary Patricia B. Thompson

 

 

Senior Vice President of Finance and Administration, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Exhibit 99.1