EX-99.4 5 d304683dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

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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&M’S®,

PEDIGREE®, DOUBLEMINT® and UNCLE BEN’S®.

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


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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 Company’s 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 Company’s 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 management’s attention from the Company’s 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 Company’s financial and operating

results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” and elsewhere in the Company’s 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 Company’s 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 SEC’s

website (http://www.sec.gov) or through the investor relations section of the Company’s 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 Company’s 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 Company’s 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 Company’s 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.