MELVILLE, New York--Henry Schein, Inc., a provider of health-care products and services to office-based practitioners in the combined North American and European markets, has made a formal offer to acquire Software of Excellence International Ltd. for NZ$2.70 per share.
Including the payment of a NZ$.03 per share dividend by Software of Excellence to shareholders, the total consideration represents a 27% 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.
Excluding transaction costs, the total purchase price of NZ$77.2 million
(approximately $58.0 million), would be paid in cash. If completed, Henry
Schein expects the transaction to be neutral to 2007 earnings and slightly
accretive to 2008 earnings.
Software of Excellence is publicly listed in New Zealand and had revenue
from continuing operations of approximately $19.1 million for its year ended
March 31, 2007. The company has been delivering innovative clinical and
practice management solutions to dental professionals since 1988, and now
serves a customer base of more than 5,000 practices in the United Kingdom,
Ireland, Australia and New Zealand.
Software of Excellence is a leading supplier of practice management systems to both private and public health dentists in the United Kingdom, and is also the largest supplier of dental software in Australia and New Zealand.
"We are very happy that the independent directors of Software of Excellence
are recommending their security holders accept our offer," said Stanley M.
Bergman, chairman and chief executive officer of Henry Schein. "By acquiring
Software of Excellence we will be able to offer our dental customers another
productivity tool, allowing them to focus more of their time delivering
quality care to their patients."
Henry Schein has delivered a formal takeover offer under New Zealand
law for Software of Excellence. Investors representing approximately 23 percent of the outstanding shares and mandatory convertible notes of Software of
Excellence, including Chief Executive Officer Brian Weatherly, and the
company's largest shareholder, have entered into a lock-up agreement to
accept this offer.
Henry Schein plans to mail formal offer documents to holders of Software
of Excellence shares and mandatory convertible notes over the next few days.
Henry Schein's offer will remain open until August 17 and is subject
to the receipt of acceptances sufficient to provide Henry Schein with 90 percent or more of the voting rights in SOE.