Healthcare investment firm Patient Square Capital has entered into a definitive agreement to acquire dental and animal health products distributor Patterson Companies for $4.1 billion, according to a Patterson press release dated December 11.
Under the terms of the agreement, Patterson shareholders will receive $31.35 in cash per share. This represents an approximate 49% premium to Patterson's 30-calendar day volume-weighted average price ending December 4, 2024, or a transaction value of about $4.1 billion, according to the release.
Subject to shareholder and regulatory approvals and other closing conditions, the deal is expected to close in the fourth quarter of the company's fiscal year 2025.
Upon the deal's completion, Patterson, which will maintain its headquarters in St. Paul, MN, will become a privately held company. Its common stock will no longer be traded on the Nasdaq Global Select Market (Nasdaq), according to the release.
Patterson's board of directors, excluding Patterson President and CEO Don Zurbay, unanimously approved the deal, which includes a 40-day period that allows board members and advisers to actively solicit acquisition proposals from other parties. Given his management position, Zurbay recused himself from participating in any deliberations or approvals related to the transaction.
"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 to execute our strategy well into the future," Zurbay said in the release.