M&A - PATTERSON COMPANIES, INC.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525087961

Filing Summary: On April 22, 2025, Patterson Companies, Inc. announced the appointment of Robert Rajalingam as the new Chief Executive Officer following the completion of its acquisition by Patient Square Capital. Rajalingam took over from Donald Zurbay, who ceased his roles as CEO and director on the same date but will assist the company in a transitional capacity. Rajalingam comes with over 25 years of experience in healthcare management, including his recent role as President of Cardinal Health’s U.S. Medical Products and Distribution. The company stated that Zurbay's departure was not due to any disagreements related to the company's operations or practices.

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Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525083614

Filing Summary: On April 17, 2025, Patterson Companies, Inc. announced the completion of its merger with Paradigm Parent, LLC and Paradigm Merger Sub, Inc. This merger, effective on the same date, resulted in Patterson Companies becoming a wholly owned subsidiary of Paradigm Parent. As part of this transaction, each share of Patterson's common stock was converted into cash at a rate of $31.35 per share. The merger also led to the termination of several debt agreements and resulted in a change in control of the company, which is now affiliated with Patient Square Capital. The aggregate consideration for the merger was approximately $2.8 billion, financed through equity and debt. Following the merger, there were significant changes to the Company’s board of directors, with most directors resigning and new members appointed. Additionally, amendments to the Company's Articles of Incorporation and Bylaws were made. Trading of Patterson's common stock on NASDAQ was halted prior to the merger's effective date, and a notification for delisting was submitted to the SEC.

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Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000119312525083622

Filing Summary: On April 17, 2025, Patterson Companies, Inc. completed its merger with Paradigm Merger Sub, Inc., becoming a wholly owned subsidiary of Paradigm Parent, LLC. As part of the merger, each outstanding share of Patterson's common stock was converted into cash at a rate of $31.35 per share. Following the merger, all securities registered but unsold under various Registration Statements on Form S-8 were deregistered. The document serves as a post-effective amendment to cancel these registrations accordingly, consistent with the terms outlined in the Merger Agreement dated December 10, 2024.

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Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000119312525083625

Filing Summary: On April 17, 2025, Patterson Companies, Inc. completed its previously announced merger with Paradigm Merger Sub, Inc., a wholly owned subsidiary of Paradigm Parent, LLC. The merger was executed pursuant to an Agreement and Plan of Merger dated December 10, 2024. As a result of the merger, Patterson became a wholly owned subsidiary of Parent, and each share of its Common Stock was converted into a cash payment of $31.35 per share. Following the merger, all offerings outlined in the previously filed Registration Statements were terminated, leading to the deregistration of any unsold shares under these statements.

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Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000119312525083628

Filing Summary: On April 17, 2025, Patterson Companies, Inc. completed a merger with Paradigm Merger Sub, Inc., which is a wholly-owned subsidiary of Paradigm Parent, LLC. The merger was executed following the terms of an Agreement and Plan of Merger dated December 10, 2024. Upon the completion of the merger, Patterson Companies, Inc. became a wholly owned subsidiary of Paradigm Parent, LLC. Each share of Patterson's common stock that was outstanding prior to the merger was converted into an entitlement to receive $31.35 in cash per share, with certain exceptions for shares held by shareholders dissenting to the merger. Consequently, all security offerings under the previously filed S-8 registration statements have been terminated as of the merger's effective time.

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Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000119312525083633

Filing Summary: On April 17, 2025, Patterson Companies, Inc. completed a merger with Paradigm Merger Sub, Inc., a wholly owned subsidiary of Paradigm Parent, LLC. The merger agreement, dated December 10, 2024, stipulated that Patterson would be the surviving corporation and become a wholly owned subsidiary of Parent. As part of the merger, each outstanding share of Patterson's Common Stock was converted into the right to receive $31.35 cash per share. This action also resulted in the termination of the offerings previously outlined in the Registration Statements under Form S-8. Consequently, all unsold securities registered under the specified Registration Statements are being deregistered in accordance with the requirements of the Securities Act of 1933.

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Form Type: S-8 POS

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000119312525083639

Filing Summary: On April 17, 2025, Patterson Companies, Inc. completed a merger with Paradigm Merger Sub, Inc., making Patterson a wholly owned subsidiary of Paradigm Parent, LLC. The merger was conducted under the Agreement and Plan of Merger dated December 10, 2024. Following the merger, each share of Common Stock was converted into cash at a price of $31.35 per share. The document serves as a post-effective amendment to deregister all shares registered but unsold under multiple previous S-8 registration statements as of the merger date. The Registrant has affirmed compliance with Securities Act requirements for filing on Form S-8.

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Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525070175

Filing Summary: On April 1, 2025, Patterson Companies, Inc. held a Special Meeting of Shareholders to vote on three proposals related to a Merger Agreement with Paradigm Parent, LLC and Paradigm Merger Sub, Inc. The Merger Agreement was dated December 10, 2024, and stipulates the merger of Merger Sub into Patterson, with Patterson becoming a wholly owned subsidiary of Parent. Each share of Patterson common stock will be converted into $31.35 in cash upon the merger's closing, effectively removing Patterson from public trading and regulatory obligations. Proposal 1, the approval of the Merger Agreement, received 73,918,642 votes in favor. Proposal 2 sought to adjourn the meeting but became moot after Proposal 1 was approved, while Proposal 3, concerning executive compensation related to the merger, received 69,422,044 votes in favor. A total of 74,365,208 shares were represented at the meeting, constituting a quorum.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525060887

Filing Summary: Patterson Companies, Inc. has entered into an Agreement and Plan of Merger with Paradigm Parent, LLC, with the merger scheduled to merge its wholly owned subsidiary into Patterson, thereby making Patterson a wholly owned subsidiary of Parent. The definitive proxy statement was filed by Patterson with the SEC for a special shareholders meeting scheduled on April 1, 2025, to vote on the merger agreement. Legal challenges have emerged, with multiple lawsuits alleging that the proxy statement lacks crucial information, potentially affecting the validity of the merger. The company asserts that these claims are without merit and has voluntarily amended the proxy statement to address concerns while emphasizing that the merger proposal is favorable. Patterson’s board urges shareholders to support the merger and related proposals, including potential executive compensation tied to the merger. Additional disclosures provided further details on the financial analyses supporting the merger proposal, shareholder litigation, and the company’s perspective on the risks associated with not proceeding with the merger.

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Form Type: DEFA14A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525060893

Filing Summary: Patterson Companies, Inc. has filed a definitive additional materials on March 24, 2025, which supplements the previously filed definitive proxy statement regarding its upcoming merger with Paradigm Parent, LLC and Paradigm Merger Sub, Inc. Under the merger agreement, Merger Sub will merge into Patterson, making it a wholly-owned subsidiary of Parent. Shareholder litigation alleging failures to disclose material information in the proxy statement has been initiated, leading to the decision to amend the proxy statement. The board recommends shareholders vote in favor of the merger and related proposals during the special meeting scheduled for April 1, 2025. Supplemental disclosures include financial project analyses and updates on transaction fees associated with the merger, addressing shareholder queries about the sales process and valuations made by financial advisors. The document reinforces that the proxy statement complies with SEC regulations and outlines the risks associated with the merger and its impact on the company's operations and personnel.

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Form Type: 10-Q

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000089102425000003

Filing Summary: Patterson Companies, Inc. filed its quarterly report for the period ended January 25, 2025, disclosing key financial metrics. The company reported a net income of $31.3 million for the quarter, down from $47.7 million in the prior year. Revenue for the quarter was $1.57 billion, slightly lower than $1.62 billion year-over-year. The balance sheet showed total assets at approximately $2.83 billion. A merger agreement was made with Paradigm Parent, LLC, where Merger Sub will merge into Patterson, with a deal structure anticipated to enhance Patterson’s market standing. As of February 17, 2025, there were 88,474,000 shares of common stock outstanding. The document also noted the ongoing legal proceedings and risk factors.

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Form Type: DEFA14A

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021504

Filing Summary: Patterson Companies, Inc. is in the process of merging with Patient Square, having signed a merger agreement on December 10, 2024, with a price of $31.35 per share. The company is currently preparing for a special shareholder meeting to vote on the merger, expected to take place in April 2025. The proxy statement outlines important information for shareholders, including the transaction details, rationale for the merger, and voting procedures. Shareholders of record will be eligible to cast their votes regardless of how they acquired their shares. In the event that the merger is approved, shareholders will receive $31.35 per share in cash. The meeting will also include votes on an adjournment proposal and an advisory vote on executive compensation. If the merger does not proceed, shareholders would maintain ownership of Patterson, which would continue to operate as a public company. The preparation for the SEC review of the proxy statement is currently underway, and the results of the voting will be communicated through a Current Report on Form 8-K following the meeting.

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Form Type: PREM14A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525012135

Filing Summary: Patterson Companies, Inc. is seeking shareholder approval for a proposed cash merger with Paradigm Parent, LLC, facilitated through its subsidiary, Paradigm Merger Sub, Inc. The Merger Agreement, dated December 10, 2024, stipulates that, upon completion, shareholders will receive $31.35 in cash for each share of Patterson common stock. The board of directors has unanimously determined that the merger is fair and in the best interest of shareholders, recommending a vote in favor of the merger agreement. The special meeting of shareholders will deliberate three primary proposals: the adoption of the merger agreement, the adjournment of the meeting to solicit additional proxies if necessary, and an advisory approval of compensation-related matters for executive officers in connection with the merger. The document emphasizes the importance of shareholder voting and outlines the process, including the consequences of failing to vote, which could be viewed as a vote against the merger. Key financial details highlight a 49% premium over the 30-day volume-weighted average price prior to the merger announcement.

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Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525009624

Filing Summary: On January 21, 2025, Patterson Companies, Inc. announced the expiration of the 40-day 'go-shop' period as outlined in the Agreement and Plan of Merger dated December 10, 2024. This merger involves the acquisition of Patterson by affiliates of Patient Square Capital, L.P. The announcement details the expected steps towards finalizing the merger, including a special meeting of shareholders to seek their approval. Patterson has indicated that they will file a proxy statement and other relevant documents with the SEC regarding the merger. It highlights the various risks associated with the merger process, including potential disruptions and the need for regulatory approvals in order to successfully complete the transaction.

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Form Type: DEFA14A

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525009625

Filing Summary: On January 21, 2025, Patterson Companies, Inc. announced the expiration of the 40-day 'go-shop' period related to its merger agreement with Patient Square Capital, L.P. Under the agreement, Patient Square intends to acquire Patterson for $31.35 per share, amounting to an estimated total transaction value of $4.1 billion. During the go-shop period, Patterson had the opportunity to explore alternative acquisition offers but received none. The transaction is expected to close in April 2025, contingent upon shareholder approval and U.S. antitrust clearance. Upon completion, Patterson will become a privately held entity, and its shares will be delisted from the NASDAQ. This merger aims to enhance Patterson's operational and professional capabilities in the dental and animal health sectors, as well as to improve Patient Square's investment portfolio in healthcare.

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Form Type: DEFA14A

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000119312524278700

Filing Summary: 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.

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Form Type: DEFA14A

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000119312524278702

Filing Summary: 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.

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