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 VCA Antech, Inc. and PET DRx Corporation Announce Definitive Merger Agreement

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الجوزاء عدد المساهمات : 275
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تاريخ التسجيل : 25/01/2010
العمر : 25
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مُساهمةموضوع: VCA Antech, Inc. and PET DRx Corporation Announce Definitive Merger Agreement   الخميس يونيو 03, 2010 12:21 am

VCA Antech, Inc. and PET DRx Corporation Announce Definitive Merger
Agreement


LOS ANGELES, Jun 2, 2010 (GlobeNewswire via COMTEX) --
VCA
Antech, Inc.
/quotes/comstock/15*!woof/quotes/nls/woof

([ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط]
25.73,
+0.31,
+1.22%)
, a leading animal healthcare
company in the United States,
and PET DRx Corporation
/quotes
/comstock/15*!vets/quotes/nls/vets
([ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط]
0.33,
-.00,

-0.94%)
, a provider of veterinary primary care and specialized
services to companion animals, today announced the signing of
definitive
transaction agreements pursuant to which PET DRx will be acquired by
VCA Antech. PET DRx operates 23 animal
hospitals with annual revenue of
approximately $64.0 million.


Under the agreements, VCA Antech will acquire PET DRx for
$41.25 million
in cash, which will be applied first to pay down approximately $28.5
million in debt, and will be subject to
certain adjustments and
customary closing conditions. After the
payment of debt and other
adjustments, the Company expects
the purchase price to be in the range
of $0.34 to $0.36 per
common share. VCA Antech will acquire PET DRx in
two steps. In the first step, VCA Antech will acquire a majority of the
shares of
the Company (on a fully diluted basis) pursuant to a stock
purchase agreement entered into among VCA Antech, PET DRx,
and certain
selling stockholders, which we expect to close within
30 days. In the
second step, VCA Antech will acquire the
remaining issued and
outstanding shares of the Company pursuant to a merger agreement. The
second step will occur at
least twenty days after the Company mails to
its shareholders an information statement describing the terms of the
transaction, which mailing will occur only after the information
statement had been filed and cleared with the SEC staff.





Bob Antin, Chairman and CEO of VCA Antech, Inc., stated, "I am very
pleased with the combination of the two companies. Both companies have
hospitals in the California market, with a presence in Los Angeles, the
Bay Area, San Diego, Sacramento,
and Coachella Valley. The combination
will allow the hospitals to share valuable medical and management
capabilities with a continuing focus on delivering the highest quality
of veterinary care. We are excited about the opportunities to explore
and expand our teaching programs and the outreach that the combination
of these hospitals provides. We look forward to combining the hospital
management teams to build a more effective presence in the California
market."





Gene Burleson, Chairman and CEO of PET DRx, stated, "In these
challenging economic times, I am pleased that the value of our business
was recognized by a leader in our space for the benefit of all of our
shareholders. This combination will also provide an expanded platform
of services for our patients and enhanced opportunities for our
employees."




On completion of the merger, the combined companies will operate more
than 520 animal hospitals in 40 states. The merger agreement was
unanimously approved by the VCA Antech and PET DRx Boards of Directors.
In addition, stockholders holding a majority of the outstanding shares
of PET DRx have executed a written consent approving the transaction.
No further action by the stockholders of PET DRx is required to approve
the transaction. Please refer to the, "Additional Information and Where
to Find It", section below for further details about relevant
information about this transaction that will be made available to all
stockholders. The acquisition is subject to customary closing
conditions.



About VCA Antech, Inc.





VCA Antech owns, operates and manages the largest networksof
freestanding veterinary hospitals and veterinary-exclusive clinical
laboratories in the country, and we supply diagnostic imaging equipment
to the veterinary industry. For further information, visit [ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط].





The VCA Antech, Inc. logo is available at [ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط]




About PET DRx Corporation





PET DRx Corporation provides veterinary primary care and specialized
services to companion animals through a network of fully-owned
veterinary hospitals. The Company currently owns and operates 23
veterinary hospitals in the state of California,
which it has organized
into regional "hub and spoke" networks. PET DRx provides a full range
of general medical treatments for companion animals, including (i)
preventive care, such as
examinations, vaccinations, spaying/neutering
and dental care and (ii) a broad range of specialized diagnostic and
medical services, such as internal medicine, surgery, cardiology,
ophthalmology, dermatology, oncology, neurology, x-ray, ultrasound and
other services.





Forward-Looking Statements





Statements in this release that are not historical are forward-looking
statements. These statements are based on
management's current beliefs
and expectations, including the statements as to the anticipated
purchase price per share, the expected growth, innovation and other
benefits of the combination of the two companies, 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 and to consummate the merger;
unanticipated events that could
cause an adjustment to the purchase price, the ability to successfully
integrate the two companies and achieve expected operating synergies
following the merger; the rate of the combined Company's laboratory
internal revenue growth and animal hospital same-store revenue growth;
the level of direct costs and the ability of the combined Company to
maintain revenue at a level necessary to maintain expected operating
margins; the level of selling, general and administrative costs; the
effects of VCA Antech's recent acquisitions and its ability to
effectively manage its growth and achieve operating synergies; a
continued decline in demand for some of each Company's products and
services; any disruption in the combined Company's information
technology systems or transportation networks; the effects of
competition; any impairment in the carrying value of the combined
Company's goodwill; changes in prevailing interest rates; the combined
Company's ability to service its debt; and general economic conditions.
These and other risk factors are discussed in the periodic reports
filed by the companies with the Securities and Exchange Commission,
including their respective Reports on Form 10-K for the year ended
December 31, 2009, 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.





Additional Information and Where To Find It




In connection with the transaction, PET DRx will file an information
statement with the SEC. The information statement will be mailed to
stockholders of PET DRx. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ
THE INFORMATION STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PET DRX
AND THE MERGER. Investors and stockholders may obtain free copies of
these materials (when they are available) and other documents filed with
the SEC at the SEC's web site at [ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط].
In addition, the documents filed by PET DRx with the SEC may be
obtained free of charge by contacting George Villasana, General Counsel
at 615-369-1915, by electronic mail at [ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط] or by mail
at PET DRx Corporation, Suite 360, 215 Centerview Drive, Brentwood TN
37027 -- Attention General Counsel. PET DRx's filings with the SEC are
also available on its website at [ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط].





Information regarding the interests of PET DRx directors and executive
officers in the transaction described herein will be included in the
information statement described above. Additional information regarding
these directors and executive officers is also included in PET DRx's
Annual Report on Form 10-K for the year ended December 31, 2009, as
amended, which was filed with the SEC on April 30, 2010. Investors and
stockholders may obtain free copies of these documents (when they are
available) and other documents filed with the SEC at the SEC's web site
at [ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط].





This news release was distributed by GlobeNewswire, [ندعوك للتسجيل في المنتدى أو التعريف بنفسك لمعاينة هذا الرابط]




SOURCE: VCA Antech, Inc.; PET DRx Corporation



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VCA Antech, Inc. and PET DRx Corporation Announce Definitive Merger Agreement
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