Item 1.01 Entry into a Material Definitive Agreement.
On
Each of Heska and Covetrus has made customary representations and warranties and covenants in the Agreement, including covenants to cooperate with the arrangement, marketing, syndication or consummation of any equity financing and/or debt financing conducted by Heska in connection with the Acquisition. In addition, Covetrus has agreed to other customary covenants, including, among others, covenants to conduct the scil business in the ordinary course during the interim period between the execution of the Agreement and the closing of the Acquisition.
Under the terms of the Agreement, each of Heska and Covetrus has agreed to certain indemnification obligations with respect to the guarantees made by each party and/or each party's respective subsidiaries under the Agreement.
If the Acquisition has not been consummated by
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Heska expects to finance the Acquisition through a private offering of
Item 3.02 Unregistered Sales of
The information included in Item 1.01 above regarding the Preferred offering is incorporated herein by reference.
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Forward-Looking Statements
This document contains forward-looking information related to the Company. This forward-looking information generally includes statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. All of the statements in this document, other than historical facts, are forward-looking statements and are based on a number of assumptions that could ultimately prove inaccurate and cause actual results to materially deviate from forward-looking statements. Forward-looking statements in this document include, among other things, statements with respect to future sales, sales split percentages, sales geography percentages, market share, and strategic goals, the expected timing of the Acquisition and its funding and its anticipated benefits; the expected conversion of the Preferred Shares into shares of Public Common Stock; anticipated investments and growth; and the number of customers that the Company will be able to acquire and retain. Such statements are subject to risks and uncertainties, including, but not limited to, uncertainties related to the closing of the Acquisition; the obtaining of shareholder approval to increase the number of shares of Public Common Stock authorized by the Company's Certificate; the ability to achieve the anticipated benefits of the Acquisition uncertainties related to supplier availability, competing suppliers, any product's ability to perform and be recognized as anticipated, in particular when such product is under development; uncertainties related to Heska's ability to sell and market its products in an economically sustainable fashion, including related to varying customs, cultures, languages and sales cycles and uncertainties with foreign political and economic climates; and the Company's ability to integrate the acquired scil business within its existing operations; and new product development and release schedules. Other factors that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under "Risk Factors" in the Company's most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q.
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