Mars to acquire VCA for $9b

Pet health care provider VCA to be a separate business unit within Mars Petcare.

Mars Inc. and VCA Inc. announced Jan. 9 that they have entered an agreement under which Mars will acquire all of the outstanding shares of VCA for $93 per share, or a total value of approximately $9.1 billion, including $1.4 billion in outstanding debt.

The transaction price represents a premium of approximately 41% over VCA’s 30-day volume weighted average price on Jan. 6 and a premium of approximately 31% over VCA’s closing price on Jan. 6. The agreement has been unanimously approved by the boards of directors of both companies.

VCA now joins Mars Petcare, one of the world’s leading pet care providers. Pet care has been an important part of Mars for more than 80 years. According to the announcement, the transaction reaffirms Mars’ commitment to the pet care industry and the veterinary profession and, once completed, will help drive Mars Petcare’s purpose to create "A Better World for Pets."

Mars Petcare’s portfolio of veterinary services businesses includes BANFIELD Pet Hospital, BLUEPEARL and PET PARTNERS. Together with VCA, these businesses will provide an unprecedented level of access to high-quality veterinary care for pets, from wellness and prevention to primary, emergency and specialty care.

On the pet nutrition side, Mars Petcare has multiple global brands, including ROYAL CANIN, PEDIGREE and WHISKAS. Mars has a growing business in pet DNA testing through the WISDOM PANEL and, in 2015, also acquired pet technology provider WHISTLE.

Since its founding in 1986, VCA has grown from one facility in Los Angeles, Cal., to nearly 800 animal hospitals with 60 diagnostic laboratories throughout the U.S. and Canada. Through organic growth and a series of acquisitions, VCA has become one of the largest and most diverse pet health care companies; it operates across four divisions, including veterinary services, laboratory diagnostics, imaging equipment and medical technology and pet care services.

“Joining the Mars family of brands provides significant value to our stockholders while also preserving the company’s values and a culture focused on investing in our people and facilities to promote excellence in pet care and long-term growth,” VCA chief executive officer Bob Antin said. “Mars has a long-standing commitment to pet health, wellness and nutrition. We will work together every day to continue to provide the quality care and excellent service VCA is known for to our clients and their pet families.”

“We have always been impressed by VCA and the excellent services it offers to pets across diverse business segments,” Mars Global Petcare president Poul Weihrauch said. “VCA’s industry-leading partnerships with veterinarians and pet care providers, together with its expertise in veterinary services, diagnostics and technology, will position Mars to deliver accessible, quality care and continue to create a better world for pets.”

Distinct business unit

Upon completion of the transaction, VCA will operate as a distinct and separate business unit within Mars Petcare, alongside its other veterinary services businesses — BANFIELD Pet Hospital, BLUEPEARL and PET PARTNERS — and will continue to be led by Antin. The company will remain headquartered in Los Angeles and will remain focused on its business model and strategic objectives.

The transaction is subject to certain customary closing conditions, including, among other things, VCA shareholder approval and customary regulatory approvals. Mars has committed financing for the purchase of VCA. The transaction is expected to close in the third quarter of 2017.

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