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):  November 1, 2013

MWI VETERINARY SUPPLY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51468	02-0620757
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3041 W. Pasadena Drive, Boise, ID 83705

(Address of principal executive offices)   (Zip Code)

(208) 955-8930

(Registrant’s telephone number, including area code)

Check the appropriate box below if the 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 2.01.  Completion of Acquisition or Disposition of Assets

On November 1, 2013 (the “Closing”), pursuant to the Asset Purchase Agreement (the “Agreement”) dated August 28, 2013 among MWI Veterinary Supply Co., an Idaho corporation (“Buyer”) and wholly-owned subsidiary of MWI Veterinary Supply, Inc., a Delaware corporation ("MWI"); AHN International LLC, a Delaware limited liability company (“AHN”); and IVESCO Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of AHN (“Seller”), Buyer acquired substantially all of the assets and assumed certain liabilities of Seller.

The assets acquired and the certain liabilities assumed relate to Seller’s business prior to the Closing, specifically,  (a) the distribution and sale of animal health and related products and (b) service, logistics and technical support relating to such distribution and sale of animal health and related products.

The cash purchase price pursuant to the Agreement is $67.5 million, plus a closing net working capital adjustment of approximately $11.2 million, subject to certain final post-closing working capital and debt adjustments.  Of the cash consideration, $5.77 million was deposited into escrow as security for certain indemnification and other contractual obligations of Seller and post-closing adjustments relating to working capital and debt.

The cash purchase price was funded with borrowings by Buyer under its existing Credit Agreement dated December 13, 2006, and as amended from time to time, among Buyer, MWI,  Memorial Pet Care, Inc. and the lenders party thereto.

Item 7.01.  Regulation FD Disclosure

On November 1, 2013, MWI issued a press release announcing the Closing. A copy of the press release is attached as Exhibit 99.1 to this report.

The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits

(d)             Exhibits

99.1 MWI Veterinary Supply, Inc. press release dated November 1, 2013.  

SIGNATURE

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.

		MWI VETERINARY SUPPLY, INC.
Date:  November 1, 2013	By:	/s/ Mary Patricia B. Thompson
		Mary Patricia B. Thompson
		Senior Vice President of Finance and Administration, Chief Executive Officer

Exhibit 99.1

EX-99.1

MWI COMPLETES ACQUISITION OF ASSETS OF IVESCO HOLDINGS LLC

BOISE, ID, November 1, 2013 -- MWI Veterinary Supply, Inc. ("MWI" or "the Company") (NASDAQ: MWIV) announced today that it hascompleted its previously announced acquisition of substantially all of the assets of IVESCO Holdings LLC (“IVESCO”)for an enterprise value of $67.5 million, plus a closing net working capital adjustment of $11.2 million.  The total acquisition price represents a small premium over the net tangible assets acquired by MWI. This transaction is subject to a final post-closing working capital adjustment.The cash purchase price was funded with borrowings by the Company under its existing credit agreement.

MWI will announce fiscal year 2013 results on November 7, 2013. Net income and earnings per share for the quarter ended September 30, 2013 will include the effect of approximately $1.0 million of pretax acquisition-related expenses.  MWI expects the annual revenues from IVESCO to be approximately $400 million,  and MWI will own the IVESCO business for eleven months during fiscal 2014. The transaction is expected to be slightly accretive to MWI during the eleven months of ownership in the fiscal year ending September 30, 2014, after giving effect to acquisition-related expenses and integration costs.

Founded in 1945, IVESCO is a leading value-added distributor of animal health products in the United States. IVESCO services mixed animal practice veterinarians, food animal producers and dealers.  Headquartered in Springdale, Arkansas, IVESCO has a broad selection of inventoried products that include more than 25,000 discrete offerings sourced from over 500 manufacturers and serves customers across its business units (mixed animal practice veterinarians, swine integrators, dealers, poultry integrators, and cattle). 

MWI is a leading distributor of animal health products across the United States of America and United Kingdom. MWI sells both companion animal and production animal products including pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, supplies, pet food, capital equipment and nutritional products. MWI also is a leading innovator and provider of value-added services and technologies used by veterinarians and producers. For more information about MWI, please visit our website at www.mwivet.com. For investor relations information please contact Mary Pat Thompson, Senior Vice President of Finance and Administration, and Chief Financial Officer at (208) 955-8930 or email .  

Certain statements contained herein that are not descriptions of historical facts are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission. Many of the factors that will determine the Company's future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Important assumptions and other important factors that could cause actual results to differ materially from those set forth in the forward-looking information include the impact of vendor consolidation on our business; changes in or availability of vendor contracts or rebate programs; vendor rebates based upon attaining certain growth goals; transitional challenges associated with acquisitions, including the failure to retain customers and the disproportionate demands on management resources to integrate acquired businesses; financial risks associated with acquisitions and investments; changes in the way vendors introduce/deliver products to market; seasonality; competition; inability to ship products

to the customer as a result of technological or shipping disruptions; a disruption caused by adverse weather (i.e. drought) or other natural conditions or disasters; exclusivity requirements with certain vendors that may prohibit us from distributing competing products manufactured by other vendors or margin reductions if we become a non-exclusive distributor; the impact of general economic trends on our business; possible changes in the use of feed additives (antibiotics, growth promotants) used in  production animal products due to trade restrictions, animal welfare and/or government regulations; the recall of a significant product by one of our vendors; risks associated with our international operations; the impact of tightening credit standards and/or access to credit on behalf of our customers and suppliers; extended shortage or backorder of a significant product by one of our vendors; our intellectual property rights may be inadequate to protect our business; the timing and effectiveness of marketing programs or price changes offered by our vendors; the timing of the introduction of new products and services by our vendors; unforeseen litigation; the ability to borrow on our revolving credit facility, extend the terms of our revolving credit facility or obtain alternative financing on favorable terms or at all; and risks from potential increases in variable interest rates. Other factors include changes in the rate of inflation; changes in state or federal legislation or regulation; the continued safety of the products the Company sells; and changes in the general economy. Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of MWI Veterinary Supply, Inc.