AmerisourceBergen (NYSE:ABC) today announced that it has commenced a tender offer to purchase all outstanding shares of MWI Veterinary Supply, Inc. (NASDAQ:MWIV) for $190.00 per share, net to the seller in cash, without interest, less any applicable withholding taxes. The tender offer is being made pursuant to the merger agreement entered into by AmerisourceBergen and MWI and announced on January 12, 2015.
Unless extended, the tender offer will expire at 11:59 p.m., New York City time, on February 23, 2015. The completion of the tender offer is subject to the tender of at least a majority of MWI's outstanding shares of common stock (on a fully diluted basis) and other customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
AmerisourceBergen will today file with the U.S. Securities and Exchange Commission ("SEC") a tender offer statement on Schedule TO which sets forth in detail the terms of the tender offer. Additionally, MWI will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the unanimous recommendation of MWI's board of directors that MWI stockholders accept the tender offer and tender their MWI shares.
The Information Agent for the tender offer is Georgeson Inc. MWI stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials or who have questions regarding the tender offer should contact the Information Agent toll-free at (866) 277-8239 or contact via e-mail at MWIV@georgeson.com.
Computershare Trust Company, N.A. is acting as depositary for the tender offer. BofA Merrill Lynch is acting as dealer manager for the tender offer, and Cravath, Swaine & Moore LLP is acting as legal counsel to AmerisourceBergen.