Antech Diagnostics, Inc. made a proposal to acquire Heska Corporation (NasdaqCM:HSKA) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $1.4 billion on February 20, 2023. As part of consideration Antech Diagnostics will pay in all cash, at a price of $112.50 per share. On March 6, 2023, Mars submitted to Heska a revised written proposal to acquire Heska in an all-cash transaction at a price of $120 per share. Antech Diagnostics, Inc. entered into a definitive agreement to acquire Heska Corporation from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $1.4 billion on March 31, 2023. Antech will acquire Heska for $120 per share. Upon transaction close, Heska will join Mars Petcare. Upon termination of the merger agreement under certain specified circumstances, Antech would be required to pay a termination fee of $60 million to Heska, and under other specified circumstances, Heska would be required to pay to Antech a termination fee of $45 million.

The transaction includes customary closing conditions, including Heska shareholders approval, regulatory approval, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of all other clearances or approvals under other applicable antitrust laws. The agreement has been unanimously approved by the boards of directors of both companies. The waiting period under the HSR Act expired on May 15, 2023. On May 30, 2023, the the final outstanding regulatory clearance required to consummate the transaction was received. The transaction is anticipated to close in the second half of 2023. As of June 1, 2023, the transaction is expected to complete on or around June 13, 2023, subject to receipt of the Heska stockholder approval of the agreement at the special meeting of stockholders to be held on June 7, 2023.

Lazard acted as financial advisor to Incorporated Mars, parent company of Antech Diagnostics and Howard Ellin and Neil Stronski of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors Mars. BofA Securities, Inc. and Piper Sandler & Co. acted as financial advisors and Jan Schuberta, Dirk Oberbracht and Saee Muzumdar of Gibson, Dunn & Crutcher LLP acted as legal advisor to Heska Corporation. BofA Securities, Inc and Piper Sander & Co. acted as fairness opinion provider to Heska Corporation. Morrow Sodali acted as information agent to Heska. Heska will pay $0.025 million as a fee to Morrow Sodali. Heska has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee currently estimated to be approximately $9 million, $2 million of which was payable upon the delivery of its opinion and the remaining portion of which is contingent upon the consummation of the Merger. Heska has agreed to pay Piper Sandler for its services in connection with the Merger an aggregate fee currently estimated to be approximately $9 million, $2 million of which was payable upon the delivery of its opinion and the remaining portion of which is contingent upon the consummation of the Merger.

Antech Diagnostics, Inc. completed the acquisition of Heska Corporation (NasdaqCM:HSKA) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on June 13, 2023.