27 December 2024

---

Patterson Companies Announces $31.35 Per Share Agreement With Patient Square Capital

---

Patterson Companies announced that it has entered into a definitive agreement to be acquired by Patient Square Capital (Patient Square), a dedicated healthcare investment firm. Under the terms of the agreement, Patterson shareholders will receive $31.35 in cash per share, representing an approximately 49% premium to Patterson’s 30-calendar-day volume-weighted average price (VWAP) ending December 4, 2024 (the last trading day prior to Patterson announcing the evaluation of strategic alternatives), or a transaction value of approximately $4.1 billion, including the refinancing of Patterson’s receivables facilities.

“Today’s announcement marks an exciting next step in Patterson’s evolution and delivers immediate and certain value for our shareholders while positioning us to continue investing in serving our customers and driving growth,” said Don Zurbay, president and CEO of Patterson. “This transaction follows a review of strategic alternatives by our Board of Directors, with assistance from our independent advisors, maximizing our value and enabling Patterson to continue executing our strategy well into the future.

“Patient Square recognizes the value of our brand and the quality of our world-class team and is grounded in similar values that guide our actions. They share the same long-term vision for our company, which makes them an excellent partner for the next phase of our journey.”

Patient Square managing partner Jim Momtazee said, “I have closely followed Patterson for decades and long admired the value the company provides to partners and customers. Patient Square is excited to work closely with management on the next chapter of growth for the business, building on its long and proud legacy.”

Transaction Details

The company’s Board of Directors, excluding Zurbay given his position as a management director, has unanimously approved the transaction. Consistent with Patterson Companies’ commitment to strong governance practices, Zurbay has recused himself from participating in any deliberations or approvals related to the transaction.

The transaction will be financed through a combination of committed equity financing provided by Patient Square Equity Partners, LP, as well as committed debt financing to be led by Citi, UBS Investment Bank, and Wells Fargo Bank N.A.

The transaction is expected to close in the fourth quarter of Patterson’s fiscal 2025, subject to the receipt of shareholder approval, regulatory approvals, and the satisfaction of other customary closing conditions. The merger agreement includes a 40-day “go-shop” period that permits the Patterson Board and its advisors to actively solicit alternative acquisition proposals from third parties.

Upon completion of the transaction, Patterson will become a privately held company, and its common stock will no longer be traded on the NASDAQ Global Select Market (Nasdaq). Patterson will maintain its headquarters in St. Paul, Minnesota.

Advisors

Guggenheim Securities, LLC, is acting as the exclusive financial advisor to Patterson, and Taft Stettinius & Hollister LLP is serving as legal counsel to Patterson. Citi, UBS Investment Bank, and Wells Fargo Securities, LLC, are serving as financial advisors, and Kirkland & Ellis LLP and Greenberg Traurig, LLP, are acting as legal counsel to Patient Square.

About Patterson Companies, Inc.

Patterson Companies, Inc. (Nasdaq: PDCO), connects dental and animal health customers in North America and the U.K. to the latest products, technologies, services, and innovative business solutions that enable operational and professional success. Our comprehensive portfolio, distribution network, and supply chain are equaled only by our dedicated, knowledgeable people who deliver unrivaled expertise and unmatched customer service and support.

About Patient Square Capital

Patient Square Capital is a dedicated healthcare investment firm with approximately $11 billion in assets under management as of September 30, 2024. The firm aims to achieve strong investment returns by partnering with growth-oriented companies and top-tier management teams whose products, services, and technologies improve health. Patient Square utilizes deep industry expertise, a broad network of relationships, and a partnership approach to make investments in companies that will grow and thrive. Patient Square invests in businesses that strive to improve patient lives, strengthen communities, and create a healthier world.

Source: www.patientsquarecapital.com