Patterson completes merger, exits NASDAQ in $2.8B deal

Patterson Companies, Inc. (NASDAQ:PDCO) announced today the completion of its previously disclosed merger, marking a significant change in the company’s ownership and stock market listing. The dental and animal health products distributor, which has demonstrated strong market performance with a 50% return over the past six months and reached near its 52-week high of $31.79, has become a wholly owned subsidiary of Paradigm Parent, LLC, an affiliate of Patient Square Capital, following the closure of the transaction on Thursday. According to InvestingPro, the company maintained a robust financial health score of "GOOD" leading up to the merger.

The merger, initially detailed in a December 10, 2024 agreement, led to the conversion of each outstanding share of Patterson’s common stock into a right to receive $31.35 in cash, without interest. As a result of the merger, all shares were delisted from the NASDAQ Global Select Market prior to market opening today, with Patterson also intending to deregister its common stock under the Securities Exchange Act of 1934. For detailed analysis of similar market opportunities, investors can access comprehensive research reports for over 1,400 US stocks through InvestingPro.

In tandem with the merger, Patterson settled all existing debt under various credit agreements and financing facilities, effectively terminating these prior arrangements. The aggregate consideration paid in the merger was approximately $2.8 billion, sourced from equity and debt financing by the acquiring entity.

The transition also saw a reshuffling of the company’s board of directors. All members except Donald J. Zurbay ceased serving, with Kevin M. Barry appointed as a director immediately following the merger. The officers of Patterson prior to the merger will continue in their roles post-merger.

Patterson’s articles of incorporation and bylaws were amended and restated as of the merger’s effective time, reflecting the new ownership structure. This corporate action follows the completion of all necessary legal and regulatory steps as per the merger agreement and is based on the press release statement.

In other recent news, Patterson Companies, Inc. has received shareholder approval for its acquisition by Patient Square Capital, a health care investment firm. The transaction, valued at approximately $4.1 billion, will see Patterson’s shareholders receiving $31.35 in cash per share, and is expected to close later this month, pending customary conditions. This acquisition will transition Patterson into a privately held entity, with its shares ceasing to trade on the NASDAQ Global Select Market. Furthermore, Patterson has addressed shareholder litigation by amending its proxy statement to include additional financial analyses and projections, aiming to ensure transparency and mitigate legal risks. The litigation arose from claims that the original proxy statement lacked essential information, though Patterson maintains these claims are without merit. Additionally, during a 40-day go-shop period, Patterson did not receive any alternative proposals, solidifying the path towards the merger. Shareholders will have a chance to vote on the merger at an upcoming special meeting, with details provided in a proxy statement filed with the SEC. This acquisition is anticipated to leverage Patient Square Capital’s resources, although specific operational impacts have yet to be disclosed.

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