M&A: PATTERSON COMPANIES, INC.

Form Type: DEFA14A

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000119312524278700

Comments: Patterson Companies, Inc. is undergoing a merger with Paradigm Parent, LLC, which involves a change in ownership from public shareholders to a private investment firm. The merger is aimed at facilitating a more streamlined operation, while employees' responsibilities remain unchanged. KSOP shares will convert to cash within the 401k plan. The Management Incentive Compensation Plan awards will continue unaffected through fiscal 2025. Employee service time with Patterson will be recognized by health and welfare benefit plans. The document also outlines potential risks and legal considerations surrounding the merger, as well as the expectations for continued operational performance post-merger. A special meeting of shareholders will be scheduled to seek approval for the merger, with a proxy statement and additional documents expected to be filed with the SEC.

Document Link: View Document

Additional details:

Merger With: Paradigm Parent, LLC

Merger Subsidiary: Paradigm Merger Sub, Inc.

Fiscal Year: 2025

Tax Implications: no taxes applicable for KSOP conversion

Proxy Statement Availability: to be filed with the SEC

Employee Service Recognition: service time counted post-merger for benefits except defined benefit plans

Form Type: DEFA14A

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000119312524278702

Comments: Patterson Companies, Inc. has announced its agreement to be acquired by Patient Square Capital, a healthcare investment firm. The transaction is expected to close in fiscal Q4 of 2025, following necessary regulatory approvals and shareholder votes. Employees were informed via a memo from CEO Don Zurbay about the implications of the merger, including the continuation of their Employee Stock Purchase Program (ESPP) until December 31, 2024, with a merger consideration of $31.35 per share. Additionally, shares in the KSOP will convert to cash within the 401k plan and reinvest. Employees were reassured that day-to-day operations will remain the same post-merger, focusing on goals for FY25. The document also emphasizes the importance of the upcoming proxy statement for detailed information.

Document Link: View Document

Additional details:

Merger Price Per Share: 31.35 USD

Expected Closing Fiscal Quarter: Q4 2025