-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LR5IOi8xjL1XVYjDj73u959AiE+A3SS5aMppxkqj4BuND2CysafsDX6h0fN1SgLb hCz7ah7Mtr7dYhwzbmz/VQ== 0001157523-07-004990.txt : 20070510 0001157523-07-004990.hdr.sgml : 20070510 20070510164252 ACCESSION NUMBER: 0001157523-07-004990 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070508 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VCA ANTECH INC CENTRAL INDEX KEY: 0000817366 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 954097995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16783 FILM NUMBER: 07838535 BUSINESS ADDRESS: STREET 1: 12401 WEST OLYMPIC BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90064-1022 BUSINESS PHONE: 310-584-65 MAIL ADDRESS: STREET 1: 12401 WEST OLYMPIC BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90064-1022 FORMER COMPANY: FORMER CONFORMED NAME: VETERINARY CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19940328 8-K 1 a5398452.txt VCA ANTECH, INC. 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): May 8, 2007 VCA ANTECH, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-16783 95-4097995 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12401 West Olympic Boulevard Los Angeles, California 90064-1022 (Address of Principal Executive Offices, Zip Code) (310) 571-6500 (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 8.01 OTHER EVENTS. Reference is made to the press release of VCA Antech, Inc. issued on May 8, 2007, relating to the signing of a definitive merger agreement with Healthy Pet Corporation, which is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.1. In connection with the acquisition of Healthy Pet Corporation, the Company currently intends to increase its senior credit facility by $160 million for a total outstanding amount of $531.7 million in senior term notes. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by VCA Antech, Inc., on May 8, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. May 8, 2007 VCA ANTECH, INC. By: /s/ Robert L. Antin ------------------- Name: Robert L. Antin Title: Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by VCA Antech, Inc., on May 8, 2007. EX-99.1 2 a5398452ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 VCA Antech, Inc. Announces Definitive Merger Agreement LOS ANGELES--(BUSINESS WIRE)--May 8, 2007--VCA Antech, Inc. (NASDAQ:WOOF), a leading animal healthcare company in the United States, today announced the signing of a definitive merger agreement with Healthy Pet Corporation ("Healthy Pet"). Under the agreement, VCA Antech, Inc. ("Company") will acquire Healthy Pet for $152.9 million (less assumed debt and subject to adjustment for working capital items) to be paid in cash. Healthy Pet operates 44 animal hospitals with annual revenue of approximately $80.0 million. On completion of the merger, the combined companies will operate more than 430 animal hospitals in 38 states. Bob Antin, Chairman and CEO of VCA Antech, Inc., stated, "We believe that the combination of VCA Antech, Inc. and Healthy Pet provides a great strategic fit and an opportunity to expand in certain states, particularly Massachusetts, Connecticut, Virginia and Georgia. Healthy Pet also operates several specialty and teaching facilities that will help support our focus on continuing education in the Northeast. "In addition, we believe the opportunity to continue to acquire individual animal hospitals remains strong. We currently anticipate that animal hospital acquired revenue for 2007 (exclusive of our acquisition of Healthy Pet) will range from $50.0 million to $55.0 million. "We believe the combination of the two companies will be slightly accretive to net income and diluted earnings per share beginning in 2008. The impact of the combination (including integration costs of $1.5 million to $2.0 million) on net income and diluted earnings per share for the remainder of 2007 is not expected to be material." Mr. Gino Volpacchio, President and CEO of Healthy Pet, said, "I am proud of what we built over the past six years. I view this as a merger of hospitals, people and cultures and believe it is a great fit. It is really a continuation of our original vision. The size and scale of the combined animal hospital operations will afford our hospitals many benefits and advance our objective of providing the highest quality veterinary care in the nation." The merger agreement was unanimously approved by the VCA Antech, Inc. and Healthy Pet Board of Directors. The merger agreement is subject to customary closing conditions. The parties are subject to a confidentiality agreement. No further details related to the combination of the two companies will be provided until the closing of the merger, which is targeted for June 2007. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the statements as to the expected growth, innovation and other benefits of the combination of the two companies, expected impact of the merger on net income and earnings per diluted share for each of 2007 and 2008, the anticipated timeframe for the closing, and whether the satisfaction of the closing conditions will be met and the merger consummated. Actual results may vary substantially as a result of a variety of factors. Among the important factors that could cause actual results to differ are: the ability of the companies to satisfy the conditions to the closing of the merger; the ability of the Company to obtain the consent of its lenders; the ability of the companies to consummate the merger; a material adverse change in the financial condition or operations of either company; the ability to successfully integrate the two companies and achieve expected operating synergies following the merger; the rate of the Company's laboratory internal revenue growth and animal hospital same-store revenue growth; the level of direct costs and the ability of the Company to maintain revenue at a level necessary to maintain expected operating margins; the level of selling, general and administrative costs; the effects of the Company's recent acquisitions and its ability to effectively manage its growth and achieve operating synergies; a continued decline in demand for some of the Company's products and services; any disruption in the Company's information technology systems or transportation networks; the effects of competition; any impairment in the carrying value of the Company's goodwill; changes in prevailing interest rates; the Company's ability to service its debt; and general economic conditions. These and other risk factors are discussed in the Company's periodic reports filed with the Securities and Exchange Commission, including the Company's Report on Form 10-K for the year ended December 31, 2006, and the reader is directed to these statements for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. VCA Antech, Inc. owns, operates and manages the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country, and supplies diagnostic imaging equipment to the veterinary industry. CONTACT: VCA Antech, Inc. Bob Antin, 310-571-6500 -----END PRIVACY-ENHANCED MESSAGE-----