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 MWI’s people are its greatest asset. They have emphasized that this is not a cost savings move. They’re 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, it’s 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 I’m 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 AmerisourceBergen’s knowledge of manufacturer and provider services, our global reach and partnership philosophy, combined with MWI’s 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. I’m 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 you’ve 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

 

 

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