Patterson Cos., Inc. (PDCO), a dental and animal health distributor, announced Wednesday that it has entered into a definitive agreement to be acquired by health care investment firm Patient Square Capital for $31.35 per share in an all cash deal valued at about $4.1 billion, including the refinancing of Patterson's receivables facilities.
The per share consideration represents an approximately 49% premium to Patterson's 30 calendar day volume-weighted average price ending December 4, 2024, the last trading day prior to Patterson announcing the evaluation of strategic alternatives.
Patterson said this transaction follows a review of strategic alternatives by its Board of Directors, with assistance from its independent advisors, maximizing value and enabling Patterson to continue to execute its strategy well into the future.
The company's Board of Directors, excluding President and CEO Don Zurbay given his position as a Management Director, has unanimously approved the transaction. Zurbay has recused himself from participating in any deliberations or approvals related to the transaction.
The transaction will be financed through a combination of committed equity financing provided by Patient Square Equity Partners, LP, as well as committed debt financing to be led by Citi, UBS Investment Bank, and Wells Fargo Bank N.A.
The transaction is expected to close in the fourth quarter of Patterson's fiscal 2025, subject to the receipt of shareholder approval, regulatory approvals, and the satisfaction of other customary closing conditions.
The merger agreement includes a 40-day "go-shop" period that permits the Patterson Board and its advisors to actively solicit alternative acquisition proposals from third parties.
Upon completion of the transaction, Patterson will become a privately held company, and its common stock will no longer be traded on the NASDAQ Global Select Market. Patterson will maintain its headquarters in St. Paul, Minnesota.
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