UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 9, 2017
VCA Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-16783 | 95-4097995 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
12401 West Olympic Boulevard
Los Angeles, California 90064
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 310-571-6500
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. |
Certain Communications
On January 9, 2017, in connection with the recently announced proposed acquisition of VCA Inc., a Delaware corporation (the Company), by MMI Holdings, Inc., a subsidiary of Mars, Incorporated, a Delaware corporation (Mars), the Company distributed a letter, a set of frequently asked questions, a Company fact sheet and a Mars fact sheet to its employees providing information about the proposed transaction, the Company and Mars. A copy of the letter, the frequently asked questions, the Company fact sheet and the Mars fact sheet are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference.
On January 9, 2017, the Company also distributed to its employees that hold unexercised options, unvested restricted shares or unvested restricted stock units of the Company a letter providing additional information about the treatment of their equity awards under the proposed transaction, among other things. A copy of the form of letter distributed is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
Forward Looking Statements
This report contains forward-looking statements within the meaning of the securities laws with respect to the proposed transaction between the Company, Mars and certain subsidiaries of Mars. We have included herein statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements in this report using words like believe, intend, expect, estimate, may, plan, should, could, forecast, looking ahead, possible, will, project, contemplate, anticipate, predict, potential, continue, or similar expressions. You may find some of these statements below and elsewhere in this report. These forward-looking statements are not historical facts and are inherently uncertain and outside of our control. Any or all of our forward-looking statements in this report may turn out to be incorrect. They can be affected by inaccurate assumptions we might make, or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this report will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Companys business and the price of the common stock of the Company; (ii) the failure to satisfy or obtain waivers of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of certain governmental and regulatory approvals; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (iv) the effect of the announcement or pendency of the proposed transaction on the Companys business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts current plans and operations of the Company, including the risk of adverse reactions or changes to business relationships with customers, suppliers and other business partners of the Company; (vi) potential difficulties in the hiring or retention of employees of the Company as a result of the proposed transaction; (vii) risks related to diverting managements attention from the Companys ongoing business operations; (viii) potential litigation relating to the merger agreement or the proposed transaction; (ix) unexpected costs, charges or expenses resulting from the proposed transaction, (x) competitive responses to the proposed transaction; and (xi) legislative, regulatory and economic developments.
The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect the Companys financial and operating results are included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the SEC) on February 26, 2016, and the Companys more recent reports filed with the SEC. The Company can give no assurance that the conditions to the proposed transaction will be satisfied, or that it will close within the anticipated time period. Investors and security holders are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date on which statements were made. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This report is being made in respect of the proposed transaction between the Company, Mars and certain subsidiaries of Mars. In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. The Company also plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and form of proxy will be mailed to the stockholders of the Company. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or through the investor relations section of the Companys website (http://investor.vca.com).
Participants in Solicitation
This report does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and its directors, executive officers and certain employees may be deemed to be participants in the solicitations of proxies from the Companys stockholders with respect to the meeting of stockholders that will be held to consider the proposed transaction. Information about the persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, is set forth in the proxy statement for the Companys 2016 Annual Meeting of Stockholders filed with the SEC on March 4, 2016. Stockholders may obtain additional information regarding the direct and indirect interests of any such persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, including the interests of the Companys directors and executive officers in the proposed transaction, which may be different than those of the stockholders of the Company generally, by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available, which the Company will file with the SEC. Copies of these documents (when they become available) may be obtained free of charge as described in the preceding paragraph.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit |
Exhibit | |
99.1 | Employee Letter, dated January 9, 2017 | |
99.2 | Employee Frequently Asked Questions, dated January 9, 2017 | |
99.3 | Company Fact Sheet | |
99.4 | Mars Fact Sheet | |
99.5 | Form of Employee Letter (Equity Awards), dated January 9, 2017 |
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 hereunto duly authorized.
VCA INC. | ||
By: | /s/ Tomas W. Fuller | |
Name: | Tomas W. Fuller | |
Title: | Chief Financial Officer, Vice President, and Secretary |
Date: January 9, 2017
EXHIBIT INDEX
Exhibit |
Exhibit | |
99.1 | Employee Letter, dated January 9, 2017 | |
99.2 | Employee Frequently Asked Questions, dated January 9, 2017 | |
99.3 | Company Fact Sheet | |
99.4 | Mars Fact Sheet | |
99.5 | Form of Employee Letter (Equity Awards), dated January 9, 2017 |
Exhibit 99.1
VCA Employee Letter
January 9, 2017
Dear Valued VCA Employee,
We are pleased and excited to share with you that VCA today announced it has entered into an agreement to join with the Mars family. Once this transaction is completed, VCA will become a separate and distinct business unit of Mars, Incorporated, a global $33 billion private family-owned company. VCA will continue to operate under our VCA brand, along with those of ANTECH® Diagnostics, Sound®, and Camp Bow Wow®. VCA will continue to be led by Bob Antin, as chief executive officer, and the rest of VCAs current management team, and will continue to be based in Los Angeles. Rest assured that VCA will continue to work daily to provide the same quality care and excellent service we are known for, as we continue to bring smiles and joy to our clients and their pet families.
VCA started in 1986 as an idea shared among the three of us that we could create and develop a company focused on being honest, responsible and caring, with a dedicated commitment to make the world a better place for pets and their families. Who would have imagined that 30 years later, this simple idea could grow into an organization of more than 23,000 employees; that our first hospital on Sepulveda Boulevard would become nearly 800 hospitals throughout the United States and Canada; that ANTECH Diagnostics, which started in 1988 as a small laboratory servicing Los Angeles, would grow into one of the most advanced diagnostic reference laboratory networks in the world, with 60 laboratories processing more than 13 million requisitions a year; or that Sound would become an industry leader in veterinary diagnostic imaging capabilities, enhancing quality and excellence in pet care throughout the industry.
We are extremely proud of VCAs leading role in transforming the industry, whether by helping to advance the use of reference laboratories and imaging technology as essential veterinary diagnostic tools, to simply shining a spotlight on the passionate caregivers who are the backbone of the veterinary industry and demonstrating to the financial community that this profession is a worthy investment, leading to improved and enhanced levels of service to more than 100 million pet-owning households in the United States and Canada.
But what we are each most proud of is how VCA has helped change lives by creating opportunities for thousands of people to learn and grow in a profession that has historically lacked such opportunities. Not only have we provided veterinarians with a financially secure option for retirement, we inspired confidence that VCA would continue to grow and invest in their lifes work. VCA contributed management and team-building skills enabling doctors to do what they love: practice high-quality medicine. At the same time, we supported career development and encouraged 4,000 people to turn their passion for pets into a fulfilling and rewarding profession. We have graduated more than 1,800 interns from 32 teaching hospitals and currently enthusiastically support over 50 residencies. We feel privileged to have participated in the dramatic progress of the profession and the tangible benefits it has offered pets and their families, and we remain committed to investing and growing educational opportunities within the profession.
When senior members of Mars management approached us with an offer to join their organization, it was with mixed emotions that we considered their proposal. While neither VCAs management nor its Board of Directors sought out the Mars offer, we had a responsibility to consider the opportunity carefully. After thorough deliberations, we determined that this is a unique opportunity for all of the Companys stakeholders, especially our employees. Through our continued conversations with the Mars team, we became confident that our two organizations share a common vision which will enhance our ability to continue providing quality pet care and our highest level of service.
Since its founding in 1911, Mars has been a private family-owned company. Starting with a focus on candy, it has become a major, global consumer goods company with interests in confectionery and snacks, as well as other food, beverages, and pet care. You are probably familiar with many of its iconic brands from M&Ms®, Snickers®, and Milky Way®, to Uncle Bens®, Wrigleys Gum®, and Skittles®. While there are too many to mention here, a significant majority of their business comes from a relatively small number of brands which is an important indication of their commitment to building and sustaining brand strength. In fact, with the addition of VCA, Mars Petcare, home of Royal Canin®, Pedigree®, Whiskas®, and Mars veterinary services companies, will become the largest of the Mars divisions.
What is perhaps most impressive about the Mars organization is the culture that Mars has built and maintained for more than a century. Weve spent considerable time with their senior leadership team, and we truly believe that they are representative of an organization of real people with a wealth of knowledge and the same core principles that have guided VCA since our inception. Mars understands our business and our values, as well as our operating philosophy and the way we invest long-term in our company and in the profession. Based on our conversations, it is clear they are genuinely inspired by what we have built here at VCA. Our people and our ability to drive growth, and our expertise in the industry are among the qualities and strengths that attracted them to VCA. They have expressed a strong and sincere commitment to helping us continue our success story as we jointly work toward Mars and VCAs shared vision of long-term investment focused on A Better World for Pets.
We want you to know that while this transaction remains subject to stockholder approval and various regulatory and other approvals, we strongly support this step forward and wish to emphasize that Mars recognizes that our success has been fueled by the energy, imagination and hard work of our strong leadership team and remarkably talented employees. Their intent is for us to run as a distinct and separate business unit with a high degree of autonomy which they have done successfully with other businesses.
Of course, this represents a significant change for us, but we see this as a win-win-win for our Company, our people and our pet families. While being a public company has given us the financial security to grow with the support of our stockholders, we are confident that the combination of the two companies will provide us greater opportunities in the future. Combining ideas, resources and energy with one of the most successful companies in the world will add valuable support to the development of many of the training and educational programs currently under development and in our future plans.
Weve attached an employee FAQ to help address some of your immediate questions as well as fact sheets on Mars and VCA. If you have further questions, please send them to vca.marsquestions@vca.com. We will be reaching out to you in the weeks ahead with periodic updates about what this means to the Company, as well as responses to your questions.
So as we embark on this new chapter, we do so with a great deal of pride, enthusiasm and optimism about what the future holds, knowing that we will continue our mission of Where your pets health is our top priority and excellent service is our goal.
Thank you,
Bob Antin Chief Executive Officer |
Art Antin Chief Operating Officer |
Neil Tauber Senior Vice President, Development |
Forward Looking Statements
This document contains forward-looking statements within the meaning of the securities laws with respect to the proposed transaction between the Company, Mars and certain subsidiaries of Mars. We have included herein statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements in this document using words like believe, intend, expect, estimate, may, plan, should, could, forecast, looking ahead, possible, will, project, contemplate, anticipate, predict, potential, continue, or similar expressions. You may find some of these statements below and elsewhere in this document. These forward-looking statements are not historical facts and are inherently uncertain and outside of our control. Any or all of our forward-looking statements in this document may turn out to be incorrect. They can be affected by inaccurate assumptions we might make, or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this document will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Companys business and the price of the common stock of the Company; (ii) the failure to satisfy or obtain waivers of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of certain governmental and regulatory approvals; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (iv) the effect of the announcement or pendency of the proposed transaction on the Companys business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts current plans and operations of the Company, including the risk of adverse reactions or changes to business relationships with customers, suppliers and other business partners of the Company; (vi) potential difficulties in the hiring or retention of employees of the Company as a result of the proposed transaction; (vii) risks related to diverting managements attention from the Companys ongoing business operations; (viii) potential litigation relating to the merger agreement or the proposed transaction; (ix) unexpected costs, charges or expenses resulting from the proposed transaction, (x) competitive responses to the proposed transaction; and (xi) legislative, regulatory and economic developments.
The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect the Companys financial and operating results are included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the SEC) on February 26, 2016, and the Companys more recent reports filed with the SEC. The Company can give no assurance that the conditions to the proposed transaction will be satisfied, or that it will close within the anticipated time period. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which statements were made. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This document is being made in respect of the proposed transaction between the Company, Mars and certain subsidiaries of Mars. In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. The Company also plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and form of proxy will be mailed to the stockholders of the Company. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or through the investor relations section of the Companys website (http://investor.vca.com).
Participants in Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and its directors, executive officers and certain employees may be deemed to be participants in the solicitations of proxies from the Companys stockholders with respect to the meeting of stockholders that will be held to consider the proposed transaction. Information about the persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, is set forth in the proxy statement for the Companys 2016 Annual Meeting of Stockholders filed with the SEC on March 4, 2016. Stockholders may obtain additional information regarding the direct and indirect interests of any such persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, including the interests of the Companys directors and executive officers in the proposed transaction, which may be different than those of the stockholders of the Company generally, by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available, which the Company will file with the SEC. Copies of these documents (when they become available) may be obtained free of charge as described in the preceding paragraph.
Exhibit 99.2
Employee FAQ
Why is this good for VCA and the clients and pets we serve?
Mars and Mars Petcare are ideal partners for us and we are excited that VCA will be part of this iconic, family-owned organization. They bring the same commitment to the veterinary industry and the same focus on building A Better World for Pets as VCA does. Joining with Mars Petcare will provide us with not only additional resources, but also a depth of knowledge in the pet care industry around the world, as we continue to grow and evolve in the future. We believe the combination will provide our veterinarians with expanded training and all of our employees with enhanced career development opportunities.
Will VCA remain a separate company and continue to operate under the same brands?
Yes, upon completion, expected in the third quarter of 2017, VCA will operate as a distinct and separate business unit within Mars Petcare. VCA will continue to operate under the brand name VCA, as well as under the ANTECH® Diagnostics, Sound®, and Camp Bow Wow® brands. Mars has a history of supporting brands and places a high value on the brands VCA has created.
Will our existing management/leadership remain?
Yes and our entire management team is excited about the future of VCA. Following the closing, Bob and Art Antin, Tom Fuller, Neil Tauber, Todd Tams, Doug Drew, Stefan Horsky, Josh Drake, Tom Jacobi, and Christina Russell, are expected to remain with the organization, as are the other members of our Corporate Support Office in Los Angeles. Current field leadership at our hospitals and across our other divisions will also remain the same.
Will our support offices remain in their current locations?
Yes, our various support offices will remain in their current locations. As mentioned above, VCA will operate as a separate business unit within Mars Petcare, so our support offices will be necessary for us to do that.
Will VCA be managed the same as it has been in the past?
We will continue to operate as a distinct and separate business unit within Mars Petcare in a way that maintains our highly focused commitment to our clients, their pets, the referral veterinary community and our employees.
Will VCA be able to maintain the same commitment to medical quality that is the cornerstone of our company?
Yes, VCA has always supported the autonomy that veterinarians need in order to make the best decisions for our clients and their pets. This will continue to be a cornerstone of what makes VCA a great place to work for veterinarians and the entire veterinary team.
Will our unique culture continue?
Yes. Our culture and people are the reason for VCAs success. Our great organization already embodies many of the core values critical to the success of Mars Petcare, making us a natural cultural fit. Both Mars Petcare and VCA have been created by pet-loving families that put pets at the heart of their business.
Will my pay and benefits remain the same?
Yes, your pay and benefits will remain the same, although, consistent with past practice, there may be changes to both on an annual basis and as we continue to periodically review and update our rewards programs. Your tenure and seniority with VCA, as well as any accrued paid time off, will be maintained.
Will VCA continue to value its people the same way it has done in the past?
Yes, our most valuable assets are our people, and we have always tried hard to make sure VCA was a large, extended family. We value each and every one of our employees. Mars also believes that our employees are critical to the ongoing success of its business and its aim of being recognized as the finest community of companion animal healthcare service providers in the United States and Canada.
Will my work life in the company remain the same?
Yes. Your life in the company will remain unchanged as a result of this transaction. You will continue treating pets and providing excellent care and service to our customers and clients. As a company, we have always evolved to improve what we do and that will continue.
Can you tell me more about Mars?
Sure, Mars, Incorporated (www.mars.com) is a private family-owned business with a long-standing commitment and over 80 years of history in pet care. Mars has some of the worlds best loved brands including M&MS®, SNICKERS®, DOVE®, MARS®, MILKY WAY®, TWIX®, WRIGLEY EXTRA®, ALTOIDS®, LIFESAVERS® and UNCLE BENS®.
What about Mars Petcare?
As a world-leading pet care provider and a business within Mars, Mars Petcare is committed to attracting, developing and retaining the best veterinarians in the world, and supporting them in their efforts to provide leading-edge delivery of healthcare to pets. Thirty-eight brands make up Mars Petcares portfolio and you may be familiar with many of them, including PEDIGREE®, CESAR®, WHISKAS®, SHEBA®, ROYAL CANIN®, GREENIES®, IAMS® and EUKANUBA®.
Will there be additional career opportunities within Mars?
Yes, Mars is an international company with several divisions doing business in 78 countries around the world, so we anticipate that over time there will be opportunities within the larger organization just like there are currently within VCAs organization today.
When will the transaction be completed?
The deal is subject to approval by holders of VCAs common stock, as well as customary regulatory approvals and other customary closing conditions. We expect the transaction to close in the third quarter of 2017.
What are the financial terms of the arrangement?
Under the terms of the agreement, Mars will acquire all of the outstanding shares of VCA for $93 per share, or a total value of approximately $9.1 billion, including $1.4 billion in outstanding debt. Please see our filings with the Securities and Exchange Commission for additional information about the financial terms of the transaction.
What should I do if contacted by a member of the media about the transaction?
Please forward any media inquiries to Tom Fuller at tom.fuller@vca.com.
If I have more questions about the transaction or Mars, who can I ask?
If you have specific questions, feel free to communicate with your supervisor, or you can send them to vca.marsquestions@vca.com. You can also visit www.vca.com (select the Investor Relations option under the menu tab) for more information and updates about the transaction. This is an exciting development and we would like to be as transparent as possible.
Forward Looking Statements
This document contains forward-looking statements within the meaning of the securities laws with respect to the proposed transaction between the Company, Mars and certain subsidiaries of Mars. We have included herein statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements in this document using words like believe, intend, expect, estimate, may, plan, should, could, forecast, looking ahead, possible, will, project, contemplate, anticipate, predict, potential, continue, or similar expressions. You may find some of these statements below and elsewhere in this document. These forward-looking statements are not historical facts and are inherently uncertain and outside of our control. Any or all of our forward-looking statements in this document may turn out to be incorrect. They can be affected by inaccurate assumptions we might make, or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this document will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Companys business and the price of the common stock of the Company; (ii) the failure to satisfy or obtain waivers of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of certain governmental and regulatory approvals; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (iv) the effect of the announcement or pendency of the proposed transaction on the Companys business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts current plans and operations of the Company, including the risk of adverse reactions or changes to business relationships with customers, suppliers and other business partners of the Company; (vi) potential difficulties in the hiring or retention of employees of the Company as a result of the proposed transaction; (vii) risks related to diverting managements attention from the Companys ongoing business operations; (viii) potential litigation relating to the merger agreement or the proposed transaction; (ix) unexpected costs, charges or expenses resulting from the proposed transaction, (x) competitive responses to the proposed transaction; and (xi) legislative, regulatory and economic developments.
The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect the Companys financial and operating results are included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the SEC) on February 26, 2016, and the Companys more recent reports filed with the SEC. The Company can give no assurance that the conditions to the proposed transaction will be satisfied, or that it will close within the anticipated time period. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which statements were made. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This document is being made in respect of the proposed transaction between the Company, Mars and certain subsidiaries of Mars. In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. The Company also plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and form of proxy will be mailed to the stockholders of the Company. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or through the investor relations section of the Companys website (http://investor.vca.com).
Participants in Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and its directors, executive officers and certain employees may be deemed to be participants in the solicitations of proxies from the Companys stockholders with respect to the meeting of stockholders that will be held to consider the proposed transaction. Information about the persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, is set forth in the proxy statement for the Companys 2016 Annual Meeting of Stockholders filed with the SEC on March 4, 2016. Stockholders may obtain additional information regarding the direct and indirect interests of any such persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, including the interests of the Companys
directors and executive officers in the proposed transaction, which may be different than those of the stockholders of the Company generally, by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available, which the Company will file with the SEC. Copies of these documents (when they become available) may be obtained free of charge as described in the preceding paragraph.
Exhibit 99.3
VCA INC.
Company Profile
A Dedicated Network of Pet Lovers
In all VCA companies, comprehensive care is part of our paw print. VCA Animal Hospitals offer services from basic to specialized TLC. Antech Diagnostics and Sound Technologies, Inc. offer cutting edge technologies. And at Camp Bow Wow, playtime is the priority.
With top-notch veterinary hospitals nationwide, cutting-edge digital imaging diagnostics, extensive education programs, and fun-loving camps for dogs, VCA brings all its divisions together with one mission: where your pets health is our top priority and excellent service is our goal.
+23,000
Employees
$2.1B
Consolidated 2015 Revenue
VCA Animal Hospitals
Antech Diagnostics
VCAs animal hospital division is the leading network for free-standing hospitals which operates in 43 U.S. states and 5 Canadian provinces. The network is comprised of general practice hospitals as well as specialty and emergency hospitals.
Sound
Camp Bow Wow
Antech Diagnostics is the leading provider of reference laboratory services to over 100 cities in the U.S. and Canada. Antech has over 10,000 courier pickups from animal hospitals each day, with over 80% of its clients receiving pickups 2 to 3 times daily.
+20,000
Employees
$1.7B
2015 Revenue
+4,000
Veterinarians
796
Animal Hospitals
712 (U.S.)
84 (Canada
Doug Drew
President, Domestic Hospitals
Stefan Horsky
President, Canadian Hospitals
Dr. Todd Tams, DVM, DACVIM
Chief Medical Officer
+1,500
Employees
$394M
2015 Revenue
60
Laboratories
+17,000
Animal Hospitals Serviced
+13M
Requisitions Processed Per Year
Josh Drake
President
Sound
Camp Bow Wow
Sound is a leading global provider of diagnostic imaging equipment to the veterinary industry. Sound is both the market share leader in Digital Radiography and Ultrasonography equipment, as well as a leading provider of education and training in digital imaging diagnostics.
Camp Bow Wow is the largest franchiser in the industry that provides doggie day care, boarding, training and in-home pet care. Camp Bow Wow is a premium service provider in the markets it serves, allowing dog to play freely and pet owners to check on their dogs throughout the days using live webcams.
150
Employees 7,500+
Animal Hospitals Serviced Tom Jacobi
President
Forward Looking Statements
This document contains forward-looking statements within the meaning of the securities laws with respect to the proposed transaction between the Company, Mars and certain subsidiaries of Mars. We have included herein statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements in this document using words like believe, intend, expect, estimate, may, plan, should, could, forecast, looking ahead, possible, will, project, contemplate, anticipate, predict, potential, continue, or similar expressions. You may find some of these statements below and elsewhere in this document. These forward-looking statements are not historical facts and are inherently uncertain and outside of our control. Any or all of our forward-looking statements in this document may turn out to be incorrect. They can be affected by inaccurate assumptions we might make, or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this document will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Companys business and the price of the common stock of the Company; (ii) the failure to satisfy or obtain waivers of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of certain governmental and regulatory approvals; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (iv) the effect of the announcement or pendency of the proposed transaction on the Companys business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts current plans and operations of the Company, including the risk of adverse reactions or changes to business relationships with customers, suppliers and other business partners of the Company; (vi) potential difficulties in the hiring or retention of employees of the Company as a result of the proposed transaction; (vii) risks related to diverting managements attention from the Companys ongoing business operations; (viii) potential litigation relating to the merger agreement or the proposed transaction; (ix) unexpected costs, charges or expenses resulting from the proposed transaction, (x) competitive responses to the proposed transaction; and (xi) legislative, regulatory and economic developments.
The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect the Companys financial and operating results are included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the SEC) on February 26, 2016, and the Companys more recent reports filed with the SEC. The Company can give no assurance that the conditions to the proposed transaction will be satisfied, or that it will close within the anticipated time period. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which statements were made. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This document is being made in respect of the proposed transaction between the Company, Mars and certain subsidiaries of Mars. In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. The Company also plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and form of proxy will be mailed to the stockholders of the Company. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or through the investor relations section of the Companys website (http://investor.vca.com).
Participants in Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and its directors, executive officers and certain employees may be deemed to be participants in the solicitations of proxies from the Companys stockholders with respect to the meeting of stockholders that will be held to consider the proposed transaction. Information about the persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, is set forth in the proxy statement for the Companys 2016 Annual Meeting of Stockholders filed with the SEC on March 4, 2016. Stockholders may obtain additional information regarding the direct and indirect interests of any such persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, including the interests of the Companys directors and executive officers in the proposed transaction, which may be different than those of the stockholders of the Company generally, by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available, which the Company will file with the SEC. Copies of these documents (when they become available) may be obtained free of charge as described in the preceding paragraph.
Exhibit 99.4
Exhibit 99.4
MARS
Incorporated
Mars, Incorporated is a private, family-owned business with more than a century
of history and some of the best-loved brands in the world including M&MS®,
PEDIGREE®, DOUBLEMINT® and UNCLE BENS®.
A diverse, global business
Founded in 1911
Headquarters: McLean, VA
CEO: Grant Reid
9 billion-dollar brands
More than $33 billion in annual
sales
80,000 Associates in 78 countries
around the world
Recognized by nearly 25 national
workplace rankings across the
globe
Mars Petcare
Wrigley
Mars Drinks
Mars
Chocolate
Mars Food
Symbioscience
6
Business
Segments
QUALITY
RESPONSIBILITY
MUTUALITY
EFFICIENCY
The Five Principles FREEDOM
The Five Principles are the key to our culture,
and we strive to live by them each and every day
MARS
Incorporated
As a global leader in pet care, we are driven by our purpose to
create A Better World for Pets based on a belief that pets make
our lives better. We help make millions of pets lives better by
providing quality nutrition and healthcare, creating foods that
pets love and bringing them closer to their owners.
Founded: 1935
Headquarters: Brussels, Belgium
President: Poul Weihrauch
39 brands in our portfolio
40,000+ Associates
As a global leader in pet care, we are driven by our purpose to
create A Better World for Pets based on a belief that pets make
our lives better. We help make millions of pets lives better by
providing quality nutrition and healthcare, creating foods that
pets love and bringing them closer to their owners.
50 countries with operations
Largest Mars business segment
by sales (followed by Wrigley
and Chocolate, which combined
make up 90% of sales)
Portfolio of Veterinary Services businesses include:
900 veterinary clinics across the U.S.
and Puerto Rico committed to high
quality veterinary medicine
National provider of specialty and
emergency veterinary care providing
comprehensive medical care to pets
Wide suite of business management
support services for owned
neighborhood veterinary hospitals
4 Billion-Dollar Pet Care Brands 3 of the Top 5 Global Pet Care Brands
PEDIGREE®, WHISKAS®, ROYAL CANIN®
and BANFIELD®
Specialty Brands
Spanning fishcare, horsecare and
PEDIGREE®, ROYAL CANIN®, WHISKAS® pet services industries
Our work is underpinned with a scientific approach that helps ensure our commitment to pets and their wellbeing is based on evidence
as well as emotion. We are excited about our investment in technology and the opportunity it brings in a new era of pet care.
World-leading scientific authority
on pet nutrition and wellbeing
with over 50 years in operation
Global research centers
developing new ideas and
formulas
Develops proprietary
diagnostic DNA tests to
improve treatment and
care of pets
GPS location and activity
tracking for pets
MARS
Incorporated
Forward Looking Statements
This document contains forward-looking statements within the meaning of the securities laws with respect to the proposed transaction
between the Company, Mars and certain subsidiaries of Mars. We have included herein statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements
in this document using words like believe, intend, expect, estimate, may, plan, should, could, forecast, looking
ahead, possible, will, project, contemplate, anticipate, predict, potential, continue, or similar expressions. You may
find some of these statements below and elsewhere in this document. These forward-looking statements are not historical facts and are
inherently uncertain and outside of our control. Any or all of our forward-looking statements in this document may turn out to be
incorrect. They can be affected by inaccurate assumptions we might make, or by known or unknown risks and uncertainties. Many factors
mentioned in our discussion in this document will be important in determining future results. Consequently, no forward-looking statement
can be guaranteed. Actual future results may vary materially. Many factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i) the risk that the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect the Companys business and the price of the common stock of the
Company; (ii) the failure to satisfy or obtain waivers of the conditions to the consummation of the proposed transaction, including the
adoption of the merger agreement by the stockholders of the Company and the receipt of certain governmental and regulatory approvals;
(iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (iv) the
effect of the announcement or pendency of the proposed transaction on the Companys business relationships, operating results and
business generally; (v) risks that the proposed transaction disrupts current plans and operations of the Company, including the risk of
adverse reactions or changes to business relationships with customers, suppliers and other business partners of the Company; (vi)
potential difficulties in the hiring or retention of employees of the Company as a result of the proposed transaction; (vii) risks related to
diverting managements attention from the Companys ongoing business operations; (viii) potential litigation relating to the merger
agreement or the proposed transaction; (ix) unexpected costs, charges or expenses resulting from the proposed transaction, (x)
competitive responses to the proposed transaction; and (xi) legislative, regulatory and economic developments.
The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect the Companys financial and operating
results are included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of
Operations and elsewhere in the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2015 filed with
the Securities and Exchange Commission (the SEC) on February 26, 2016, and the Companys more recent reports filed with the SEC.
The Company can give no assurance that the conditions to the proposed transaction will be satisfied, or that it will close within the
anticipated time period. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which statements were made. Except as required by applicable law, the Company undertakes no
obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of
new information, future events or otherwise.
Additional Information and Where to Find It
This document is being made in respect of the proposed transaction between the Company, Mars and certain subsidiaries of Mars. In
connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement
on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. The
Company also plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN THEIR ENTIRETY
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED
TRANSACTION. When completed, a definitive proxy statement and form of proxy will be mailed to the stockholders of the Company. The
definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction
(when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SECs
website (http://www.sec.gov) or through the investor relations section of the Companys website (http://investor.vca.com).
Participants in Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The
Company and its directors, executive officers and certain employees may be deemed to be participants in the solicitations of proxies from
the Companys stockholders with respect to the meeting of stockholders that will be held to consider the proposed transaction.
Information about the persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the
Company in connection with the proposed transaction, is set forth in the proxy statement for the Companys 2016 Annual Meeting of
Stockholders filed with the SEC on March 4, 2016. Stockholders may obtain additional information regarding the direct and indirect
interests of any such persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the
Company in connection with the proposed transaction, including the interests of the Companys directors and executive officers in the
proposed transaction, which may be different than those of the stockholders of the Company generally, by reading the proxy statement
and other relevant documents regarding the proposed transaction when they become available, which the Company will file with the SEC.
Copies of these documents (when they become available) may be obtained free of charge as described in the preceding paragraph.
Exhibit 99.5
January 9, 2017
Re: | Outstanding VCA Equity Awards, Compensation and Benefits |
Dear Employee:
We recently announced an agreement to join with the Mars family of companies. Once this transaction is completed, we will become a separate and distinct business unit of Mars Incorporated, a global $33 billion private family-owned company. We will continue to operate under our VCA brand, along with those of ANTECH® Diagnostics, Sound®, and Camp Bow Wow®.
With great enthusiasm, I look forward to continuing our success story as we work with Mars to achieve our shared vision of long-term growth focused on creating a Better World for Pets.
The passion and pride that we all share in VCA is reflected in our work every single day. Together, we have built an impressive and greatly admired company. Through all of our shared dedication and hard work, we have been the agent of change advancing the veterinary industry forward. Employees like you have made, and continue to make, this possible.
In addition to the information that you have already received about this transaction, I am pleased to provide you the following information about the impact of this transaction on your outstanding equity awards as well as additional information on your future compensation and benefits.
Outstanding Equity Awards
Options:
Each outstanding stock option that you hold on the date that the transaction closes (the Closing Date) will be cancelled and you will receive an amount equal to the per share merger consideration of $93.00, less the applicable option exercise price and tax withholding.
Restricted Stock Awards:
Your unvested nonperformance-based restricted stock awards that were granted to you prior to 2016 and that you hold on the Closing Date will become fully vested (i.e. your vesting of these shares is being accelerated, rather than waiting for these shares to vest according to your original vesting schedule) if you continue to be an employee of, or consultant to, VCA on the Closing Date and you will receive the per share merger consideration of $93.00 for each share, less applicable tax withholding.
With respect to the unvested nonperformance-based restricted stock awards that were granted to you in 2016 and that you hold on the Closing Date, those shares that are scheduled to vest prior to December 31, 2017 (or the Closing Date, if later) will become fully vested (accelerated) if you continue to be an employee of, or consultant to, VCA on the Closing Date and you will receive the per-share merger consideration of $93.00 for each share, less applicable tax withholding. For most of you, assuming a Closing Date during the first part of the third quarter of 2017, this will represent 25% of the shares that are unvested today.
As a thank you for your continued employment with, or service to, VCA post-closing, if you continue to be an employee of, or consultant to, VCA on the 1st anniversary of the Closing Date, you will receive the per-share merger consideration of $93.00 per share for each of the remaining unvested shares (in most cases, 75% of the unvested shares granted in 2016). And, in addition to the value of those shares, you will receive a special dollar-for-dollar matching bonus payment for the same amount, so in effect you will be paid double for those shares. Similar to all other payments, this payment will be subject to applicable tax withholding.
Following is an example of what you would receive for 100 shares of unvested restricted stock granted in 2016 (assuming a Closing Date during the first part of the third quarter of 2017):
Amount to be paid at the Closing Date: |
||||
Unvested Restricted Shares at Closing Date |
100 | |||
25% accelerated to Closing Date |
25 | % | ||
|
|
|||
Shares vested at Closing Date |
25 | |||
Per-share Merger Consideration |
$ | 93.00 | ||
|
|
|||
Total to be paid at the Closing Date(1) |
$ | 2,325.00 | ||
|
|
|||
Amount to be paid at the 1st Anniversary of Closing Date: |
||||
Unvested Restricted Shares at Closing Date |
100 | |||
75% accelerated to 1st Anniversary of Closing Date |
75 | % | ||
|
|
|||
Shares vesting on 1st Anniversary of Closing Date |
75 | |||
Per-share Merger Consideration |
$ | 93.00 | ||
|
|
|||
Value to be received |
$ | 6,975.00 | ||
Plus special matching bonus payment |
$ | 6,975.00 | ||
|
|
|||
Total to be paid at the 1st Anniversary of Closing Date(1) |
$ | 13,950.00 | ||
|
|
(1) | Amounts, net of tax withholdings, will be paid on the next payroll date. |
Performance RSU Awards:
The unvested performance-based restricted stock unit awards that were granted to you in either 2015 or 2016 and that you hold on the Closing Date will become fully vested (vesting accelerated), if you continue to be an employee of, or consultant to, VCA on the Closing Date, and you will receive the per-share merger consideration of $93.00 for each restricted stock unit, less applicable tax withholding.
Within a couple of weeks, we will send you a detail schedule summarizing the anticipated amount that you will receive per the above, but I wanted to take the opportunity now to let you know the good news on your equity awards.
Compensation and Benefits
Pay and Benefits:
Your pay and benefits will remain the same, although, consistent with past practice, there may be changes to both on an annual basis and as we continue to periodically review and update our rewards programs. Your tenure and seniority with VCA, as well as any accrued paid time off, will be maintained.
2016 Cash Bonuses:
Our annual cash bonus program for 2016 will be administered by VCAs Board of Directors and be paid out as we have done in the past. We anticipate paying bonuses no later than the third week of March.
2017 Cash Bonuses:
We will develop a cash bonus program for 2017 similar to our previous cash bonus programs.
LTI Awards:
As Mars is a private company, it pays all long-term incentive (LTI) compensation in cash rather than equity. Following the Closing Date we will put in place a program that provides long term incentive compensation to eligible employees that is designed to replace the intent of equity awards in a publicly-traded company by aligning a portion of your incentive compensation with our long-term results. Although the details of this program have not yet been worked out, based on Mars history of successfully acquiring companies, including its successful acquisition of Wrigley eight years ago, a former publicly-traded company, I am confident that we will be able to put in place an attractive program.
We expect that the transaction will close in the third quarter of 2017. Until then, we will continue to operate and grow as we have in the past. As we learn more about future plans we will provide additional information.
Again, congratulations and thank you.
Sincerely,
|
Bob Antin Chief Executive Officer |
Forward Looking Statements
This document contains forward-looking statements within the meaning of the securities laws with respect to the proposed transaction between the VCA Inc. (the Company), Mars and certain subsidiaries of Mars. We have included herein statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements in this document using words like believe,
intend, expect, estimate, may, plan, should, could, forecast, looking ahead, possible, will, project, contemplate, anticipate, predict, potential, continue, or similar expressions. You may find some of these statements below and elsewhere in this document. These forward-looking statements are not historical facts and are inherently uncertain and outside of our control. Any or all of our forward-looking statements in this document may turn out to be incorrect. They can be affected by inaccurate assumptions we might make, or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this document will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Companys business and the price of the common stock of the Company; (ii) the failure to satisfy or obtain waivers of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of certain governmental and regulatory approvals; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (iv) the effect of the announcement or pendency of the proposed transaction on the Companys business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts current plans and operations of the Company, including the risk of adverse reactions or changes to business relationships with customers, suppliers and other business partners of the Company; (vi) potential difficulties in the hiring or retention of employees of the Company as a result of the proposed transaction; (vii) risks related to diverting managements attention from the Companys ongoing business operations; (viii) potential litigation relating to the merger agreement or the proposed transaction; (ix) unexpected costs, charges or expenses resulting from the proposed transaction, (x) competitive responses to the proposed transaction; and (xi) legislative, regulatory and economic developments.
The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect the Companys financial and operating results are included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the SEC) on February 26, 2016, and the Companys more recent reports filed with the SEC. The Company can give no assurance that the conditions to the proposed transaction will be satisfied, or that it will close within the anticipated time period. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which statements were made. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This document is being made in respect of the proposed transaction between the Company, Mars and certain subsidiaries of Mars. In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the
definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. The Company also plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and form of proxy will be mailed to the stockholders of the Company. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or through the investor relations section of the Companys website (http://investor.vca.com).
Participants in Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and its directors, executive officers and certain employees may be deemed to be participants in the solicitations of proxies from the Companys stockholders with respect to the meeting of stockholders that will be held to consider the proposed transaction. Information about the persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, is set forth in the proxy statement for the Companys 2016 Annual Meeting of Stockholders filed with the SEC on March 4, 2016. Stockholders may obtain additional information regarding the direct and indirect interests of any such persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the Company in connection with the proposed transaction, including the interests of the Companys directors and executive officers in the proposed transaction, which may be different than those of the stockholders of the Company generally, by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available, which the Company will file with the SEC. Copies of these documents (when they become available) may be obtained free of charge as described in the preceding paragraph.
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