Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2021, Heska Corporation ("Heska" or the "Company"), a provider of advanced veterinary diagnostic and specialty products, entered into an agreement (the “Agreement”) among the Company, Heska GmbH, a wholly owned subsidiary of the Company (“Heska GmbH”), F2 Beteiligungs GmbH & Co. KG, F3P GmbH (together with F2 Beteiligungs GmbH & Co. KG, the “Sellers”), Mr. Ingo Fraedrich, and Mr. Thomas Fraedrich, regarding the sale and purchase of Veterinärmedizinisches Dienstleistungszentrum GmbH Online-Dienstleistungen für Tierärzte, a limited liability company organized under the laws of Germany, (“VetZ”) whereby Heska GmbH is acquiring 100% of the share capital of VetZ from the Sellers. Heska GmbH will purchase VetZ (the “Acquisition”) for EUR 27,750,000 million (approximately $32,100,000 USD) in cash, subject to working capital and other adjustments. As additional consideration for the shares, the Company agreed to a contingent earn-out of up to an additional EUR 13,750,000 (approximately $15,900,000 USD) worth of the Company’s common stock, based on the achievement of certain performance metrics within six years following the closing of the Acquisition. The Acquisition is expected to close in early 2022, subject to customary closing conditions.
Each of Heska GmbH and the Sellers have made customary representations and warranties and covenants in the Agreement. In addition, the Sellers have agreed to other customary covenants, including, among others, covenants to conduct the VetZ 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 GmbH and the Sellers have agreed to certain indemnification obligations, including 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 March 1, 2022, each of Heska GmbH and the Sellers may terminate the Agreement.