Henry Schein to spin off and merge its animal health business with Vets First Choice

• Henry Schein (NASDAQ:HSIC) and Vets First Choice announce plans for Schein to spin off its Animal Health business and merge it with Vets First Choice.
• The new company, to be called Vets First Corp., will offer a new platform for veterinarians to grow their practices, improve client engagement, and drive better health outcomes for pets.
• The transaction is structured as a "Reverse Morris Trust" transaction intended to be tax-free to Schein shareholders for U.S. tax purposes. Shares of Vets First Corp. common stock will be distributed to both the Companies in connection with the merger.
• HSIC shareholders and Animal Health-related parties will own ~63% of the combined company while Vets First Choice investors will own ~37%.
• Additionally, Schein expects to receive between $1B and $1.25B in cash on a tax-free basis as part of the transaction. These proceeds will be used for general corporate purposes, including share repurchases, repayment of indebtedness and acquisition opportunities.
• The deal should close by year-end.
• Shares of HSIC are up 4% premarket.