Patient Square Capital, LP entered into a definitive agreement to acquire Patterson Companies, Inc. (NasdaqGS:PDCO) for approximately $2.8 billion on December 10, 2024. A cash consideration valued at $31.35 per share will be paid by Patient Square Capital, LP or a transaction value of approximately $4.1 billion, including the refinancing of Patterson?s receivables facilities. Upon completion of the transaction, Patterson will become a privately held company, and its common stock will no longer be traded on the NASDAQ Global Select Market. Patterson will maintain its headquarters in St. Paul, Minnesota. The transaction will be financed through a combination of committed equity financing provided by Patient Square Equity Partners, LP, as well as committed debt financing to be led by Citi, UBS Investment Bank, and Wells Fargo Bank N.A. UBS Securities LLC, UBS AG, Stamford Branch, Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC have agreed to provide Patient Square with debt financing in an aggregate principal amount of up to $1.85 billion in term loans, $500 million in bridge loans and a $900 million revolver. Patient Square has committed to purchase equity interests amounting to $1,625 million in the aggregate on the terms and subject to the conditions set forth in an equity commitment letter dated December 10, 2024. The merger agreement includes a 40-day ?go-shop? period that permits the Patterson Board and its advisors to actively solicit alternative acquisition proposals from third parties. Buy side termination fee is $221.5 million and sell side termination fee is $110.76 million. The transaction is subject to the receipt of shareholder approval, regulatory approvals, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the satisfaction of other customary closing conditions. The closing of the Merger is not subject to a financing condition. The Patterson?s Board of Directors, excluding Don Zurbay given his position as a Management Director, has unanimously approved the transaction as well as the buyer's board also approved the transaction. On April 1, 2025, Patterson Companies, Inc. held a Special Meeting of its Shareholders where the transaction was approved by the target shareholders. The transaction is expected to close in the fourth quarter of Patterson?s fiscal 2025. On January 19, 2025, the 40-day ?go-shop? period under the terms of the definitive merger agreement expired. As of January 21, 2025, the transaction is expected to close in April 2025. As of April 1, 2025, the transaction is expected to close late in April 2025. Guggenheim Securities, LLC is acting as the exclusive financial advisor and fairness opinion provider to Patterson and Brett D. Anderson, Joseph H. Dunham, Kathleen Eick and Leanna Longley of Taft Stettinius & Hollister LLP is serving as legal counsel to Patterson. Patterson has agreed to pay Guggenheim Securities an estimated cash transaction fee of approximately $45 million. Patterson paid Guggenheim Securities a cash opinion fee of $5 million that became payable upon delivery of Guggenheim Securities? opinion, which will be credited against the foregoing cash transaction fee. Citi, UBS Investment Bank, and Wells Fargo Securities, LLC are serving as financial advisors, and Michael E. Weisser, P.C., Maggie D. Flores, P.C., Oliver Yee, John M. Ilardo, Jason Kanner, P.C., Joel E. Weinberger, Julia Danforth, Sophia Hudson, P.C. and Mark Schwed, P.C. of Kirkland & Ellis LLP and Greenberg Traurig, LLP are acting as legal counsel to Patient Square. Stelios Saffos, Peter Sluka, Jesse Sheff, Andrew Baker, Gene Mazzaro, Erika Weinberg, Conray Tseng, Jon Wry, Brian Rock, Benjamin Rosemergy, Bora Bozkurt, Michelle Gross, Chad Jennings, and Nathan Saper of Latham & Watkins LLP acted as legal advisor to Patient Square Capital, LP. Innisfree M&A Incorporated is acting as proxy solicitation agent for Patterson for a fee of up to $60,000. Equiniti Trust Company is the transfer agent for shares of Patterson.

Patient Square Capital, LP completed the acquisition of Patterson Companies, Inc. (NasdaqGS:PDCO) on April 17, 2025. In connection with the Merger, at the Effective Time, each member of the board of directors of Patterson Companies, other than Donald J. Zurbay, ceased serving in such capacity and accordingly John D. Buck, Meenu Agarwal, Alex N. Blanco, Jody H. Feragen, Robert C. Frenzel, Philip G.J. McKoy, Neil A. Schrimsher, and Pamela J. Tomczik resigned as directors of Patterson Companies. In addition, Kevin M. Barry was appointed as a director of the Patterson Companies immediately following the Effective Time. These departures were not a result of any disagreement between the Company and any of the directors on any matter relating to the Company?s operations, policies or practices. Pursuant to the Merger Agreement, at the Effective Time, the officers of the Company immediately prior to the Effective Time continued to serve as officers of the Company immediately following the Effective Time. Following the Effective Time, the board of the ultimate parent company of Patterson Companies will consist of Justin Sabet-Peyman, Trit Garg, M.D., Jonny Dorf, Brian A. McCarthy and Donald J. Zurbay. Steven Hacking of Eversheds Sutherland acted as legal advisor to Patterson Companies.