December 2009              return to newsletter contents page

Schein, Butler to Combine

Henry Schein, Inc. and Butler Animal Health Supply announced an agreement to form Butler Schein Animal Health, a new company that will combine Butler Animal Health Supply and Henry Schein's U.S. animal health businesses. The new company will be 50.1%-owned by Henry Schein and 49.9%-owned by the owners of Butler Animal Health Supply, including Oak Hill Capital Partners and The Ashkin Family Group. Butler Schein Animal Health will be the leading U.S. companion animal health distribution company with combined revenues for the last 12 months of approximately $850 million on a U.S. GAAP (General Accepted Accounting Principles) basis.

"Butler Schein Animal Health will begin operations with the largest veterinary sales and distribution footprint in the U.S., and the outstanding reputation and strong customer focus that are the hallmarks of Henry Schein and Butler Animal Health Supply," said Henry Schein Chairman and Chief Executive Officer, Stanley M. Bergman. "Butler Schein Animal Health further complements our domestic operations as well as Henry Schein Animal Health International's platform in Europe."

"The creation of Butler Schein Animal Health is great news for veterinarians nationwide," said Butler Animal Health Supply Chairman, President and Chief Executive Officer, Kevin R. Vasquez. "We intend to offer our current and future customers the broadest selection of veterinary products and value-added services in the industry. In addition to the efficiency and convenience of ordering from one primary supplier for nearly all veterinary practice needs, our customers also can rely on us to continue providing the highest level of service."

With headquarters in Dublin, Ohio, Butler Schein Animal Health will be led by Mr. Vasquez as CEO and a team that will include senior animal health executives from Butler Animal Health Supply and Henry Schein's U.S. animal health businesses. Senior sales and marketing leaders at Henry Schein will continue in senior roles at Butler Schein Animal Health.

Approximately 900 Butler Schein Animal Health team members, including approximately 300 field sales and sales support members, will serve animal health customers in all 50 states. Butler Schein Animal Health will provide new opportunities for the combined businesses to share best practices and will benefit from operational synergies.

At closing, in addition to the contribution of its U.S. Animal Health businesses, Henry Schein will pay approximately $55 million in cash. As part of a recapitalization at closing, Butler Schein Animal Health will incur approximately $300 million in debt, which will be reflected on the consolidated balance sheet of Henry Schein. The owners of Butler will receive a total of approximately $155 million in cash from the transaction with Henry Schein and the recapitalization. In 2011, Oak Hill Capital Partners will have the option to begin selling its remaining interest to Henry Schein. The Ashkin Family Group has similar rights beginning five years after the closing.

The transaction is expected to close at year-end (subject to the satisfaction of customary closing conditions) and is likely to be dilutive to Henry Schein's earnings by $0.02 to $0.04 in 2010, primarily due to integration expenses. In 2011, the transaction is expected to be accretive to Henry Schein's earnings by $0.02 to $0.04.