Heska change of control triggered for 3.75% convertibles due 2026

By William Gullotti

Buffalo, N.Y., June 13 – Heska Corp.’s 3.75% convertible notes due 2026 are redeemable following change-of-control and fundamental change provisions triggered by the company’s merger with Antech Diagnostics, Inc., according to an 8-K filing with the Securities and Exchange Commission.

Heska consummated its agreement and plan of merger with Antech, a subsidiary of Mars, Inc., on March 31. Mars announced the completion of the merger on Tuesday.

Noteholders will have a right to convert their notes in the manner set forth in the initial indenture. In lieu of receiving shares of common stock, converting holders will instead receive an amount equal to $120 (the per-share acquisition price) multiplied by the sum of the conversion rate (11.5434) plus a number of additional shares defined in the initial indenture.

Holders will also be able to put the convertibles at par plus accrued and unpaid interest up to, but excluding, the fundamental repurchase date. The company has yet to determine and announce the date.

Heska issued $86.25 million of the convertibles, including an exercised greenshoe, on Sept. 17, 2019 in a Rule 144A deal. Maturity was initially scheduled for Sept. 15, 2026.

Heska is a veterinary diagnostic and specialty health care products company based in Loveland, Colo.

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