Henry Schein Announces Its Intent to Offer to Acquire Software of Excellence Limited
Acquisition Would Establish Leading Positions in the UK, Australian and New Zealand Dental Practice Software Market
MELVILLE, N.Y.--(BUSINESS WIRE)--June 11, 2007--Henry Schein, Inc. (Nasdaq: HSIC), the largest provider of healthcare products and services to office-based practitioners in the combined North American and European markets, today announced its intent to make an offer to acquire Software of Excellence International Ltd. (NZX: SOE), a New Zealand publicly listed company with revenue from continuing operations of approximately $19.1 million for its year ended March 31, 2007. Henry Schein intends to offer NZ$2.70 per share to Software of Excellence shareholders, after payment of a dividend of NZ$.03 per share. The combined offer price and dividend represents a 27% premium based on the closing price of SOE shares on April 27, 2007, the last trading day prior to when Software of Excellence made public the disclosure of a potential acquisition. If completed, the total purchase price excluding transaction costs will be NZ$77.2 million (approximately $58.0 million), and is expected to be paid in cash. Henry Schein expects the proposed transaction to be neutral to 2007 earnings and slightly accretive to 2008 earnings.
Software of Excellence has been delivering innovative clinical and practice management solutions to Dental professionals since 1988, and now serves a customer base of more than 5,000 practices in the United Kingdom, Ireland, Australia and New Zealand. Software of Excellence is a leading supplier of practice management systems to both private and public health dentists in the United Kingdom, and is also the largest supplier of dental software in Australia and New Zealand.
"Software of Excellence is well respected in these markets and will be an important addition to Henry Schein's current technology platform, enhancing the value-added services proposition to our customers," said Stanley M. Bergman, Chairman and Chief Executive Officer of Henry Schein. "Our intention would be to have the management team of Software of Excellence join Henry Schein and keep Software of Excellence's existing infrastructure substantially intact."
Henry Schein has today delivered a formal takeover notice to Software of Excellence, which commences the takeover process under New Zealand takeover rules. Investors representing approximately 23% of the outstanding shares and mandatory convertible notes of Software of Excellence, including Chief Executive Officer Brian Weatherly, and the company's largest shareholder, have entered into a lock-up agreement under which they have agreed to accept this offer. The offer will be subject to the receipt of acceptances sufficient to provide Henry Schein with 90% or more of the voting rights in SOE.
About Henry Schein
Henry Schein, a Fortune 500(R) company, is recognized for its excellent customer service and highly competitive prices. The Company's four business groups - Dental, Medical, International and Technology - serve more than 500,000 customers worldwide, including dental practitioners and laboratories, physician practices and animal health clinics, as well as government and other institutions. The Company operates through a centralized and automated distribution network, which provides customers in more than 200 countries with a comprehensive selection of more than 70,000 national and Henry Schein private-brand products in stock, as well as more than 100,000 additional products available as special-order items.
Henry Schein also offers a wide range of innovative value-added practice solutions for healthcare professionals, such as ArubA(R), the Company's electronic catalog and ordering system. Its leading practice-management software solutions have been installed in more than 50,000 practices, including DENTRIX(R) and Easy Dental(R) for dental practices, MicroMd(R) for physician practices, and AVImark(R) for animal health clinics.
Headquartered in Melville, N.Y., Henry Schein employs nearly 12,000 people and has operations in 19 countries. The Company's net sales reached a record $5.15 billion in 2006. For more information, visit the Henry Schein Web site at www.henryschein.com.
In accordance with the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995, we provide the following cautionary remarks regarding important factors which, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. All forward-looking statements made by us are subject to risks and uncertainties and are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements are identified by the use of such terms as "may," "could," "expect," "intend," "believe," "plan," "estimate," "forecast," "project," "anticipate" or other comparable terms. A full discussion of our operations and financial condition, including factors that may affect our business and future prospects, is contained in documents we have filed with the SEC and will be contained in all subsequent periodic filings we make with the SEC. These documents identify in detail important risk factors that could cause our actual performance to differ materially from current expectations.
Risk factors and uncertainties that could cause actual results to differ materially from current and historical results include, but are not limited to: competitive factors; changes in the healthcare industry; changes in government regulations that affect us; financial risks associated with our international operations; fluctuations in quarterly earnings; our dependence on third parties for the manufacture and supply of our products; transitional challenges associated with acquisitions; financial risks associated with acquisitions; regulatory and litigation risks; the dependence on our continued product development, technical support and successful marketing in the technology segment; our dependence upon sales personnel and key customers; our dependence on our senior management; possible increases in the cost of shipping our products or other service trouble with our third-party shippers; risks from rapid technological change; risks from potential increases in variable interest rates; possible volatility of the market price of our common stock; certain provisions in our governing documents that may discourage third-party acquisitions of us; and changes in tax legislation that affect us. The order in which these factors appear should not be construed to indicate their relative importance or priority.
We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. We undertake no duty and have no obligation to update forward-looking statements.
CONTACT: Henry Schein, Inc.
Steven Paladino
Executive Vice President and Chief Financial Officer
steven.paladino@henryschein.com
631-843-5500
or
Investors: Neal Goldner
Vice President, Investor Relations
neal.goldner@henryschein.com
631-845-2820
or
Media: Susan Vassallo
Vice President, Corporate Communications
susan.vassallo@henryschein.com
631-843-5562
SOURCE: Henry Schein, Inc.