Heska Corp. agreed to acquire private company Scil animal care Co. GmbH from Covetrus Inc. for $125 million in a cash transaction.
Viernheim, Germany-based Scil animal care provides medical equipment to animal health professionals and has over 500 employees.
Loveland, Colo.-based Heska expects to close the transaction in the next 60 to 90 days, subject to closing conditions including receipt of audited financial statements for Scil for years ended Dec. 31, 2018, and 2019.
Heska plans to fund the transaction through a $125 million private offering of 125,000 convertible preferred shares. The healthcare equipment company expects to close the offering at the time of the acquisition, subject to closing conditions.
The company has the right to convert the preferred shares to 1,508,751 common shares after seeking shareholders' approval. Heska will pay a cash dividend to owners of preferred shares if the company shareholders do not approve the conversion of preferred shares. The initial annual dividend rate is 5.75% that can be increased up to 7.25% in later periods.
Heska provides veterinary diagnostic and specialty healthcare products that include point of care laboratory testing instruments and consumables as well as producing private label vaccine and pharmaceuticals.
Piper Sandler and Stifel were the exclusive financial adviser to Heska and Covetrus, respectively.
In addition, Portland, Maine-based Covetrus agreed to combine the company's Spain and Portugal businesses with Distrivet and in turn will own 50.01% of the company.
Covetrus expects to close the transaction in about 90 days, subject to closing conditions. The company did not disclose the financial terms of the deal.