Westlake, Texas and Greeley, Colo. – March 14, 2011 – Animal Health International, Inc. (NASDAQ: AHII) and privately held Lextron, Inc. today announced that they have entered into a definitive merger agreement under which Lextron, with support from investment funds affiliated with Leonard Green & Partners, L.P., will acquire all of the outstanding common shares of AHII for $4.25 per share, or approximately $111 million, plus the repayment of AHII’s outstanding indebtedness, for a total purchase price of approximately $251 million. The new combined company will operate under the umbrella of the Animal Health International, Inc. name and will be one of North America’s leading animal health businesses.
The transaction, which was approved by AHII’s Board of Directors, represents an approximately 11% premium to the closing price of AHII’s shares on March 11, 2011, and a premium of approximately 17% over AHII’s average closing price during the 30 trading days ended March 11, 2011, and a premium of approximately 41% over AHII’s average closing price during the 90 trading days ended March 11, 2011.
The transaction is expected to close by June 30, 2011, and is subject to AHII stockholder approval, antitrust clearance and certain other customary closing conditions. Investment funds affiliated with Charlesbank Capital Partners, and Jim Robison, AHII’s Chairman, President and CEO, who together own approximately 33% of AHII’s outstanding common stock, have agreed to vote in favor of the transaction.
Commenting on the proposed merger, Jim Robison, AHII’s Chairman, President and CEO, said, “After a diligent and thorough assessment, the Board of Directors has concluded that the proposal put forth by Lextron and Leonard Green is in the best interest of our shareholders, who will receive an immediate and certain cash premium for their shares.”
“This merger provides an opportunity for us to collectively create the country’s premier animal health business,” added John Adent, President and CEO for Lextron. “Building upon Lextron’s four-decade presence in this industry, we are confident about the combined pool of industry expertise and resources we’ll be able to offer our customers moving forward.”
Piper Jaffray is serving as financial advisor and DLA Piper LLP (US) as legal advisor to AHII. William Blair & Company is serving as financial advisor to Lextron, and Sherman & Howard L.L.C. is serving as legal advisor to Lextron. Latham & Watkins LLP is serving as legal advisor to Leonard Green & Partners. U.S. Bank has committed to providing debt financing for the transaction.