8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 12, 2016

Phibro Animal Health Corporation

(Exact name of registrant as specified in its charter)

Delaware	01-36410	13-1840497
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Glenpointe Centre East, 3rd Floor 300 Frank W. Burr Boulevard, Suite 21 Teaneck, New Jersey	07666-6712
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 329-7300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry Into a Material Definitive Agreement.

On January 12, 2016 (the “Execution Date”), Phibro Animal Health Corporation (“Phibro”) entered into an Asset Purchase Agreement (the “Agreement”) among Phibro, MVP Laboratories, Inc., a Nebraska corporation (“MVP”), Mary Lou Chapek (the “Principal Shareholder”) and AVP, LLC, a Nebraska limited liability company (“LLC” and, collectively with MVP and the Principal Shareholder, the “Sellers”).

The Sellers, through MVP, are engaged in the registration, development, importation, manufacturing, marketing, sale and distribution to veterinary clinics and livestock operations of vaccines, adjuvants and other products (“Sellers’ Business”). MVP is the manufacturer of an autogenous vaccine against porcine reproductive and respiratory syndrome that Phibro exclusively distributes pursuant to an agreement between Phibro and MJ Biologics, Inc.

Pursuant to the Agreement, the Sellers have agreed to sell, and Phibro has agreed to acquire, all of the assets used or held for use in the conduct of the Sellers’ Business (the “Transaction”), including intellectual property, working capital, manufacturing equipment and real property and facilities owned by MVP and LLC (the “Assets”). Pursuant to the Agreement, the Assets will be acquired by Phibro for an aggregate purchase price of approximately $46.5 million (the “Purchase Price”) payable at closing. The Purchase Price is subject to net working capital and certain other adjustments at and after closing.

The Agreement may be terminated (i) by mutual consent; (ii) by the non-breaching party due to a material, unwaived breach of the Agreement by either Phibro or the Sellers; (iii) by Phibro or the Sellers due to the failure of their respective conditions to closing to be satisfied or waived within 60 days of the Execution Date; or (iv) by Phibro or the Sellers due to the failure of the Transaction to close within 60 days of the Execution Date, provided that a party may not terminate the Agreement if its breach prevented the consummation of the transactions contemplated by the Agreement.

The Agreement contains customary representations, warranties and covenants by the Sellers and Phibro. A portion of the Purchase Price will be held in escrow for a limited time to secure the indemnification obligations of the Sellers.

Phibro intends to draw on its current revolving credit facility to finance the Transaction. Subject to customary closing conditions, Phibro expects to complete the Transaction in January, 2016.

This description of the Agreement is a summary only and is qualified in its entirety by the full and complete terms of the Agreement.  The Company expects to file the Agreement as an exhibit to its quarterly report on Form 10-Q for the period ending March 31, 2016.

ITEM 7.01 REGULATION FD DISCLOSURE

On January 12, 2016, Phibro issued a press release announcing its entry into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in the press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

Exhibit Number	Description
99.1	Press Release, dated January 12, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 12, 2016	PHIBRO ANIMAL HEALTH CORPORATION
	By:	/s/ Thomas G. Dagger
	Name:	Thomas G. Dagger
	Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

 

For Immediate Release

Phibro Animal Health Corporation to Acquire Business of MVP Laboratories, Inc., an Animal Vaccine and Adjuvant Manufacturer and Marketer

TEANECK, N.J., January 12, 2016 (GLOBE NEWSWIRE) – Phibro Animal Health Corporation (“Phibro”) (NASDAQ:PAHC) today announced an agreement to purchase the assets of MVP Laboratories, Inc. (“MVP”), a privately held developer, manufacturer and marketer of livestock vaccines, vaccine adjuvants and other products based in Omaha, Nebraska. Acquiring the MVP business strengthens Phibro’s core animal vaccine business and provides new opportunities in a fast-growing segment of the animal health industry. In addition to other products, MVP manufactures the MJPRRS® autogenous swine vaccine, which Phibro exclusively distributes pursuant to its agreement with MJ Biologics, Inc.

“This transaction is an excellent strategic fit that supports our growth initiatives by providing Phibro with an innovative organization and proven manufacturing capabilities,” said Jack Bendheim, Phibro’s Chairman, President and Chief Executive Officer. “By expanding the capabilities and broadening the species reach of Phibro vaccines, we are adding a platform for growth and value creation consistent with our vision for the future.”

“Our business has great opportunities to grow as part of Phibro,” said Mary Lou Chapek, Chief Executive Officer of MVP. “Phibro has proven expertise in supporting livestock producers with high-quality products and technical support that help improve animal health, productivity and profitability. We believe that Phibro has the resources and capabilities necessary to maximize MVP’s strong production and development capabilities and to fuel development of our pipeline products. The value of this transaction is a testament to the highly skilled, innovative and hard-working people of MVP.”

“A key part of our strategic plan is to grow our vaccine business and specifically to expand Phibro’s presence in the North American vaccine market through an expanded product offering and the acquisition of a U.S-based vaccine manufacturing facility,” said Larry Miller, Phibro’s President, Animal Health. “MVP’s expertise in autogenous vaccines coupled with its first-class diagnostic laboratory will enable Phibro to produce vaccines tailored to match disease strains for specific customers. Phibro will market herd-specific autogenous and conventional vaccines under the Phibro Animal Health brand.”

In addition to its vaccine business, MVP is a global supplier of adjuvant systems for animal vaccines. MVP provides high-quality, ready-to-mix adjuvants that are free from animal origin components, including the EMULSIGEN®, CARBIGEN™ and POLYGEN™ platform systems, and also produces custom adjuvants for vaccine producers based on specific antigen and/or delivery requirements. “Phibro plans to support growth of the adjuvant business by investing in development, marketing and production. The adjuvant business will continue to be marketed under the MVP Technologies brand,” said Miller.

“Phibro and MVP employees share similar values and have a shared vision for working collaboratively with customers to help identify and provide solutions for health challenges for their farms. We welcome MVP’s dedicated team of 50 employees in joining Phibro,” added Miller.

Subject to customary closing conditions, Phibro expects to complete the acquisition in January, 2016 and intends to draw on its existing credit facilities to finance the transaction. Phibro expects the transaction to be accretive to adjusted EBITDA and adjusted diluted EPS.

Phibro will discuss the transaction on its regularly scheduled investor conference call on Wednesday, February 10, 2016.

About Phibro Animal Health Corporation

Phibro Animal Health Corporation is a diversified global developer, manufacturer and marketer of a broad range of animal health and mineral nutrition products for use in the production of poultry, swine, cattle, dairy and aquaculture. The company reported net sales of $749 million for the fiscal year ended June 30, 2015. For further information, please visit www.pahc.com.

Contact

Phibro Animal Health Corporation

Richard Johnson

Chief Financial Officer

+1-201-329-7300

investor.relations@pahc.com

Forward-Looking Statements

This communication contains forward-looking statements, which reflect Phibro’s current views with respect to business plans or prospects, the transactions described herein, and other future events. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “believe,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These statements are not guarantees of future performance or actions. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Phibro expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, including in the sections thereof captioned “Forward-Looking Statements” and “Risk Factors.” These filings and subsequent filings are available online at www.sec.gov, www.pahc.com, or on request from Phibro.

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