Amended Statement of Ownership: Solicitation (sc 14d9/a)
14 2월 2015 - 7:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 4)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
MWI Veterinary Supply, Inc.
(Name of Subject Company)
MWI Veterinary Supply, Inc.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
55402X 10 5
(CUSIP Number of Class of Securities)
James F. Cleary, Jr.
President and Chief Executive Officer
3041 W. Pasadena Dr.
Boise, Idaho 83705
(208) 955-8930
With copies to:
Stephen M. Leitzell Esq.
Dechert LLP
2929 Arch Street
Philadelphia, Pennsylvania 19104
(215) 994-4000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)
o |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. [4] to Schedule 14D-9 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the SEC) on January 26, 2015 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the Schedule 14D-9) by MWI Veterinary Supply, Inc., a Delaware corporation (MWI). The Schedule 14D-9 relates to the tender offer by Roscoe Acquisition Corp., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of AmerisourceBergen Corporation, a Delaware corporation (Parent), disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the Schedule TO), filed by Purchaser and Parent with the SEC on January 26, 2015, pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, par value $0.01 per share, of MWI (the Shares) at a purchase price of $190.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 26, 2015 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (the Letter of Transmittal, which, together with the Offer to Purchase, constitutes the Offer).
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
2
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
(a)(5)(ix) Message from James F. Cleary, Jr. excerpted from MWI Veterinary Supply, Inc. Spirit Newsletter published February 13, 2015.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.
|
MWI VETERINARY SUPPLY, INC. |
|
|
|
|
|
|
Dated: February 13, 2015 |
By: |
/s/ Mary Patricia B. Thompson |
|
Name: |
Mary Patricia B. Thompson |
|
Title: |
Senior Vice President of Finance and |
|
|
Administration and Chief Financial Officer |
4
EXHIBIT INDEX
(a)(5)(ix) Message from James F. Cleary, Jr. excerpted from MWI Veterinary Supply, Inc. Spirit Newsletter published February 13, 2015.
5
Exhibit 99.(a)(5)(ix)
|
As I said in
our conference calls, MWI and AmerisourceBergen coming together is great news
for us for two main reasons: First, this is great news because
AmerisourceBergen recognizes that MWIs people are its greatest asset. They have
emphasized that this is not a cost savings move. Theyre not in animal health
today, and are buying MWI to serve as their platform to launch and grow in
our industry. They know you are the best team in animal health.
AmerisourceBergen recognizes that your knowledge of the unique needs in this
industry is key to their success in growing this business. Job losses will be
relatively minimal. In fact, I expect employment opportunities to grow over
time as we significantly grow our animal health business. However, its
important to remember that we need to be flexible throughout this process.
AmerisourceBergen has also been clear that they want me to lead the animal
health part of the business, which Im excited to do. I also expect that
leadership team members will continue to play important roles. The second
reason this is great news for us is that it will provide resources to grow
and improve even faster than we would as an independent company. Over the
years, MWI has transitioned from a small family-owned business, to a business
with a private Issue 17 | February 2015 Jim Cleary, President and CEO The
agreement between MWI and AmerisourceBergen for AmerisourceBergen to acquire
MWI is truly a historic milestone for our company. As a leader in human
health distribution with nearly $120 billion in sales, AmerisourceBergen
brought substantial sophistication to their search for the best platform in
animal health. I like what Steve Collis, the President and Chief Executive
Officer of AmerisourceBergen, said in the press release announcing the
agreement: "MWI is the premier supply chain company in animal health,
with leading positions in both the companion and production markets, and we
are very excited to have them join AmerisourceBergen. Animal health is a growing
market in the U.S. and internationally, and is a logical extension of our
pharmaceutical distribution and services businesses. Utilizing
AmerisourceBergens knowledge of manufacturer and provider services, our
global reach and partnership philosophy, combined with MWIs expertise in
veterinary and agricultural markets, we will collaboratively launch the next
generation of superior animal health products and services together."
equity investment, to a publicly-traded company. Each of these transitions
has been crucial to providing MWI with needed resources for us to grow from
$100 Million to $3 Billion dollars in revenue in the last 15 years. The same
will be true of this transition. With some of the most advanced technology
and operations for distribution in the world, after closing,
AmerisourceBergen will help us deliver even higher quality and more efficient
service to our customers. With over 1,500 manufacturer partners, they will
provide us with substantial product sourcing opportunities. With their plan
for MWI to be their platform for growth in animal health, AmerisourceBergen
will invest financial resources for us to grow both domestically and
globally. Im very proud of our achievements that have led to this
unsolicited, but attractive, offer. It will make MWI a better company to work
for, and also a better company for our customers and suppliers. Thank you for
all youve done to make MWI a leader in our industry, which has brought us to
this exciting stage. I look forward to continuing to work with you in making
MWI the best resource to the animal health profession. the best resource
Message From Executive Leadership
|
Mwi Veterinary (NASDAQ:MWIV)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Mwi Veterinary (NASDAQ:MWIV)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024