Henry Schein Extends Its Offer to Acquire Software of Excellence International Limited
MELVILLE, N.Y.--(BUSINESS WIRE)--Aug. 1, 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 extended its formal offer to acquire all of the outstanding shares of Software of Excellence International Ltd. (NZX: SOE) for three weeks to September 7, 2007. Henry Schein is offering to acquire Software of Excellence for NZ$2.70 per share. The offer represents a 26% 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, and is within the valuation range determined by Software of Excellence's independent advisor. If completed, Henry Schein expects the transaction to be neutral to 2007 earnings and slightly accretive to 2008 earnings.
"We believe our offer represents a full and fair price for Software of Excellence and provides certainty for its shareholders," said Stanley M. Bergman, Chairman and Chief Executive Officer of Henry Schein. "We are happy that Software of Excellence's independent directors are recommending that its shareholders accept Henry Schein's offer and view this transaction as superior to the expansion plan that Software of Excellence was otherwise planning to pursue. We see Software of Excellence as a good fit for Henry Schein and believe that together we can offer a solution to practitioners for improving practice productivity, allowing more time to provide quality care to patients."
Henry Schein stated that Software of Excellence Chief Executive Officer Brian Weatherly and the company's largest shareholder have already accepted the offer, which was first announced on July 1, 2007. To date, Henry Schein has received acceptances equal to approximately 48% of the voting rights of Software of Excellence, including all of the voting rights of the aforementioned shareholders. Henry Schein is extending the offer period to provide adequate time for the remaining Software of Excellence shareholders to submit acceptances. Henry Schein noted that it is not interested in having a portion of Software of Excellence remain publicly traded. If Henry Schein does not receive sufficient acceptances to ensure that there will be no remaining outstanding shares of Software of Excellence, it is expected to allow the offer to lapse.
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 85,000 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, 631-843-5500
Executive Vice President and Chief Financial Officer
steven.paladino@henryschein.com
or
Investors
Neal Goldner, 631-845-2820
Vice President, Investor Relations
neal.goldner@henryschein.com
or
Media
Susan Vassallo, 631-843-5562
Vice President, Corporate Communications
susan.vassallo@henryschein.com
SOURCE: Henry Schein, Inc.