VCA Inc. (NASDAQ:WOOF) Files An 8-K Other Events
Item8.01
| Other Events. |
Press Release
On January7, 2017, VCA Inc., a Delaware corporation (the
Company), entered into an Agreement and Plan of Merger (the
Merger Agreement) with MMI Holdings, Inc., a Delaware corporation
(Acquiror), Venice Merger Sub Inc., a Delaware corporation and
wholly owned subsidiary of Acquiror (Venice Merger Sub), and,
solely for purposes of Section9.15 of the Merger Agreement, Mars,
Incorporated, a Delaware corporation (Mars).
The Company and Mars issued a joint press release announcing the
execution of the Merger Agreement. The press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information required by Item 1.01, including a copy of the
Merger Agreement, will be filed in a separate Current Report on
Form8-K.
Forward Looking Statements
This report contains forward-looking statements within the
meaning of the securities laws with respect to the proposed
transaction between the Company, Mars and certain subsidiaries of
Mars. We have included herein statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. We generally identify
forward-looking statements in this report using words like
believe, intend, expect, estimate, may, plan, should, could,
forecast, looking ahead, possible, will, project, contemplate,
anticipate, predict, potential, continue, or similar expressions.
You may find some of these statements below and elsewhere in this
report. These forward-looking statements are not historical facts
and are inherently uncertain and outside of our control. Any or
all of our forward-looking statements in this report may turn out
to be incorrect. They can be affected by inaccurate assumptions
we might make, or by known or unknown risks and uncertainties.
Many factors mentioned in our discussion in this report will be
important in determining future results. Consequently, no
forward-looking statement can be guaranteed. Actual future
results may vary materially.Many factors could cause actual
future events to differ materially from the forward-looking
statements in this report, including but not limited to: (i)the
risk that the proposed transaction may not be completed in a
timely manner or at all, which may adversely affect the Companys
business and the price of the common stock of the Company;
(ii)the failure to satisfy or obtain waivers of the conditions to
the consummation of the proposed transaction, including the
adoption of the merger agreement by the stockholders of the
Company and the receipt of certain governmental and regulatory
approvals; (iii)the occurrence of any event, change or other
circumstances that could give rise to the termination of the
merger agreement; (iv)the effect of the announcement or pendency
of the proposed transaction on the Companys business
relationships, operating results and business generally; (v)risks
that the proposed transaction disrupts current plans and
operations of the Company, including the risk of adverse
reactions or changes to business relationships with customers,
suppliers and other business partners of the Company;
(vi)potential difficulties in the hiring or retention of
employees of the Company as a result of the proposed transaction;
(vii)risks related to diverting managements attention from the
Companys ongoing business operations; (viii)potential litigation
relating to the merger agreement or the proposed transaction;
(ix)unexpected costs, charges or expenses resulting from the
proposed transaction, (x)competitive responses to the proposed
transaction; and (xi)legislative, regulatory and economic
developments.
The foregoing list of factors is not exclusive. Additional risks
and uncertainties that could affect the Companys financial and
operating results are included under the captions Risk Factors
and Managements Discussion and Analysis of Financial Condition
and Results of Operations and elsewhere in the Companys most
recent Annual Report on Form 10-K for the year ended December31,
2015 filed with the Securities and Exchange Commission (the SEC)
on February26, 2016, and the Companys more recent reports filed
with the SEC. The Company can give no assurance that the
conditions to the proposed transaction will be satisfied, or that
it will close within the anticipated time period. Investors and
security holders are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
on which statements were made. Except as required by applicable
law, the Company undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
This report is being made in respect of the proposed transaction
between the Company, Mars and certain subsidiaries of Mars. In
connection with the proposed transaction, the Company will file
relevant materials with the
SEC, including a preliminary proxy statement on Schedule 14A.
Following the filing of the definitive proxy statement with the
SEC, the Company will mail the definitive proxy statement and a
proxy card to each stockholder entitled to vote at the special
meeting relating to the proposed transaction. The Company also
plans to file with the SEC other documents regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) IN THEIR ENTIRETY AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
PROPOSED TRANSACTION. When completed, a definitive proxy
statement and form of proxy will be mailed to the stockholders of
the Company. The definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with
the proposed transaction (when they become available), and any
other documents filed by the Company with the SEC, may be
obtained free of charge at the SECs website (http://www.sec.gov)
or through the investor relations section of the Companys website
(http://investor.vca.com).
Participants in Solicitation
This report does not constitute a solicitation of proxy, an offer
to purchase or a solicitation of an offer to sell any securities.
The Company and its directors, executive officers and certain
employees may be deemed to be participants in the solicitations
of proxies from the Companys stockholders with respect to the
meeting of stockholders that will be held to consider the
proposed transaction. Information about the persons who may,
under the SEC rules, be considered to be participants in the
solicitation of stockholders of the Company in connection with
the proposed transaction, is set forth in the proxy statement for
the Companys 2016 Annual Meeting of Stockholders filed with the
SEC on March4, 2016. Stockholders may obtain additional
information regarding the direct and indirect interests of any
such persons who may, under the SEC rules, be considered to be
participants in the solicitation of stockholders of the Company
in connection with the proposed transaction, including the
interests of the Companys directors and executive officers in the
proposed transaction, which may be different than those of the
stockholders of the Company generally, by reading the proxy
statement and other relevant documents regarding the proposed
transaction when they become available, which the Company will
file with the SEC. Copies of these documents (when they become
available) may be obtained free of charge as described in the
preceding paragraph.
Item9.01 |
Financial Statements and Exhibits |
(d) |
Exhibits |
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| 99.1 |
Joint Press Release issued by the Company and Mars on January 9, 2017 |
About VCA Inc. (NASDAQ:WOOF)
VCA Inc. is an animal healthcare company. The Company operates through five segments. Its Animal Hospital segment provides veterinary services for companion animals and sells related retail and pharmaceutical products. Its Laboratory segment provides diagnostic laboratory testing services for veterinarians, both associated with its animal hospitals and those independent of the Company. Its Medical Technology segment sells digital radiography and ultrasound imaging equipment; provides education and training on the use of that equipment; provides consulting and mobile imaging services, and sells software and ancillary services. Its Vetstreet segment provides a range of services to the veterinary community, including online communications, professional education, marketing solutions and a home delivery platform. Its Camp Bow Wow business franchises a premier provider of pet services, including dog day care, overnight boarding, grooming and other ancillary services at pet care facilities. VCA Inc. (NASDAQ:WOOF) Recent Trading Information
VCA Inc. (NASDAQ:WOOF) closed its last trading session up +19.97 at 90.74 with 523,914 shares trading hands.