Amended Tender Offer Statement by Third Party (sc To-t/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

AMENDMENT NO. 5

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

MWI Veterinary Supply, Inc.

(Name of Subject Company (Issuer))

Roscoe Acquisition Corp.

a wholly owned subsidiary of

AmerisourceBergen Corporation

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

55402X105

(CUSIP Number of Class of Securities)

John G. Chou, Esq.

Executive Vice President and General Counsel

AmerisourceBergen Corporation

1300 Morris Drive

Chesterbrook, PA

(610) 727-7000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Damien R. Zoubek, Esq.

Robert I. Townsend III, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount Of Filing Fee(2)
$2,455,986,170	$285,385.60

(1)

The transaction valuation is an estimate calculated solely for purposes of determining the amount of the filing fee. The transaction valuation was determined by multiplying (x) $190.00 (i.e., the per share tender offer price) by (y) the sum of (a) 12,913,187, the number of shares of common stock issued and outstanding, (b) 11,726, the number of shares of common stock issuable upon exercise of outstanding stock options and (c) 1330, the number of shares of common stock issuable under MWI’s employee stock purchase plan in respect of the current offering period, based on current participant salary deferrals. The foregoing share figures have been provided by the issuer to the offerors and are as of January 21, 2015, the most recent practicable date.

(2)

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #2 for Fiscal Year 2015, issued September 30, 2014, by multiplying the transaction value by 0.0001162.

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $285,385.60	Filing Party: AmerisourceBergen Corporation and Roscoe Acquisition Corp.
Form or Registration No.: Schedule TO	Date Filed: January 26, 2015

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

		x	third-party tender offer subject to Rule 14d-1.
		¨	issuer tender offer subject to Rule 13e-4.
		¨	going-private transaction subject to Rule 13e-3.
		¨	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

		¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
		¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 5 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by: (i) Roscoe Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of AmerisourceBergen Corporation, a Delaware corporation (“AmerisourceBergen” or “Parent”) and (ii) Parent. This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 26, 2015 (together with any amendments and supplements thereto, the “Schedule TO”) and relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (“Shares”), of MWI Veterinary Supply, Inc., a Delaware corporation (“MWI”), at a price of $190.00 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 26, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

ITEM 12.

EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(I)	Excerpt from Transcript of Conference Call Held by AmerisourceBergen at Leerink Global Healthcare Conference on February 11, 2015.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2015

	ROSCOE ACQUISITION CORP.

	By:	/s/ John G. Chou
		Name: John G. Chou
		Title: Executive Vice President and General Counsel

	AMERISOURCEBERGEN CORPORATION

	By:	/s/ John G. Chou
		Name: John G. Chou
		Title: Executive Vice President and General Counsel

EXHIBIT INDEX

(a)(5)(I)	Excerpt from Transcript of Conference Call Held by AmerisourceBergen at Leerink Global Healthcare Conference on February 11, 2015.

Exhibit (a)(5)(I)

Excerpt from Conference Call Held by AmerisourceBergen at Leerink Global Healthcare Conference

Wednesday, February 11, 2015, 1:25 p.m. GMT

* * *

Dave Larsen – Leerink Partners – Analyst

Okay. Can you talk about MWI Vet, the rationale behind that transaction and what synergies you think you can realize from that?

Tim Guttman – AmerisourceBergen Corporation – EVP & CFO

Yes, MWI, I am just -- I am just so terribly excited by it. It’s a great business. We are thrilled. We had a press release this morning that Hart-Scott-Rodino expired, the waiting period, so we’re making progress. We are on track to a successful close here in March. It’s a quality asset. It’s a great company, a great management team and I think, Dave, really when we look at that as senior management, we really felt that we are really good at providing service and capabilities to customers, manufacturers and also to providers. And that’s really the same thing that MWI does. And we have relationships with almost all of their key manufacturers. Their business is about 70% prescription drugs. We are a prescription drug wholesaler. So I do believe there’s a good fit, our capabilities and our scale in technology. It’s a terrific growth business. The growth prospects in both the vet side and animal production are high over the next 7 to 10 years. So we think it’s a great fit. It enhances what we do. We can grow it.

Dave Larsen – Leerink Partners – Analyst

I imagine it’s a very fragmented market, so you can continue to grow earnings by acquiring these other suppliers, right? Roll them into the MWI Vet platform?

Tim Guttman – AmerisourceBergen Corporation – EVP & CFO

Yes, I guess you can tell I am excited because I just want to keep talking about it. But, no, it’s an opportunity that it’s a -- for us, it’s a very good diversification in a quality asset in a great growth sector and there clearly are rollup opportunities. We love our core drug business, but I would say M&A in our core drug business is fairly limited. We love specialty and we constantly look for opportunities in specialty in our consulting areas, but this just gives us another great company to build on and to grow not only in the US, but ultimately internationally and I got to say they are a heavy US company and the US is just a terrific market. It’s the best healthcare market not only on the human side, but also on the animal health side. So it’s just a good fit overall.

Dave Larsen – Leerink Partners – Analyst

Okay. And then what is the source of synergies? I think I read that there’s about $100 million worth of generic purchases where there is an overlap. I imagine that the synergies you are thinking about extend well beyond that $100 million sort of market, right?

Tim Guttman – AmerisourceBergen Corporation – EVP & CFO

Again, I would see the synergies -- we guided -- when we announced the transaction back in January, we guided to about $50 million of synergy in the third full year, which would be our fiscal 2018 and I would say roughly speaking probably two-thirds would be procurement sourcing, just being able to buy drugs better, generics better and I would also say we talked about private label and contract manufacturing. There are probably some opportunities there.

So I would say two-thirds procurement sourcing, bringing our capabilities and probably about a third on expenses. Again, and expenses would be through our scale and volume -- shipping, freight, insurance, public company expense. Those types of expenses are things that again with scale and volume you can reduce. Our plans really -- I think this is important -- our plans are really to kind of let them go and help them grow. So they will be a standalone business. Their salesforce is critically important. So we really don’t plan on any significant changes to their labor force because we really need them to keep doing what they have been doing successfully.

* * *

Additional Information

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of MWI common stock. AmerisourceBergen has filed with the SEC a tender offer statement on Schedule TO regarding the tender offer described herein, and MWI has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 regarding such tender offer. MWI’s stockholders are strongly advised to read these tender offer materials, as well as any other documents relating to the tender offer and the associated transactions that are filed with the SEC, carefully and in their entirety, as they may be amended from time to time, because they contain important information about the tender offer that MWI’s stockholders should consider prior to making any decisions with respect to the tender offer. Stockholders of MWI may obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov, by directing a request to the Information Agent at (866) 277-8239 or MWIV@georgeson.com.

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