SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 1999
Virbac Corporation
(formerly Agri-Nutrition Group Limited)
(Exact name of registrant as specified in its charter)
Delaware 0-24312 43-1648680
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
3200 Meacham Boulevard
Fort Worth, Texas 76137
(Address of principal executive offices, including zip code)
(817) 831-5030
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 5, 1999 (the "Effective Time"), Virbac S.A., a French corporation
that manufactures veterinary pharmaceuticals ("VBSA"), acquired control of the
Company (as defined below) through its wholly owned subsidiary Interlab S.A.S.,
a French corporation formed for the purpose of holding shares of the Company
("Interlab"), in connection with the merger (the "Merger") of Virbac, Inc., a
Delaware corporation ("Virbac"), that manufactured and distributed animal health
products, with and into Agri-Nutrition Group Limited ("Agri-Nutrition"), with
Agri-Nutrition surviving the Merger and changing its name to Virbac Corporation
(the "Company"). Immediately after the Merger, all of Virbac's operating assets
were transferred to Virbac AH, Inc., a Delaware corporation that is a newly
formed, wholly owned subsidiary of the Company that will continue the pre-Merger
business of Virbac.
The change of control and the Merger were effected pursuant to the
Agreement and Plan of Merger, dated October 16, 1998, as amended (the "Merger
Agreement"), among Agri-Nutrition, VBSA, Virbac, and by addendum, Interlab. At
the Effective Time of the Merger, the issued and outstanding shares of Virbac
Common Stock, then held by Interlab, automatically converted into the right to
receive 12,580,918 shares of the Company's Common Stock (the "Merger Shares"),
or approximately 58% of the Company's outstanding Common Stock after the
Effective Time. Immediately prior to the Effective Time, VBSA, through Interlab,
made a cash contribution of approximately $15.7 million to Virbac (the "Cash
Infusion"). The Cash Infusion was made in order to (i) assure that Virbac's
outstanding debt did not exceed its cash as recorded at December 31, 1998, (ii)
provide for approximately $0.2 million of Virbac's expenses related to the
Merger, (iii) provide $3.0 million for a cash tender offer for up to 1 million
of the Company's shares at a price of $3.00 per share, that is required to be
conducted by the Company within 60 days after the Effective Time and (iv)
provide approximately $3.7 million as working capital for the Company.
In addition, the Company will, in March 2001, and under certain
circumstances, commence a second tender offer to purchase 1,395,000 shares of
the Company's outstanding Common Stock (excluding the Merger Shares, which
Interlab has agreed not to tender, and certain other shares) at a price of $3.00
per share.
As of the Effective Date, the Board of Directors of the Company was
reconstituted to include a majority of directors designated by VBSA. In
addition, VBSA and Agri-Nutrition agreed that, as set forth in the Merger
Agreement, Interlab would cause its directors to nominate and vote for a
minority stockholder director for election to a successive three-year term
commencing at the annual meeting of stockholders in 2002.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of the business acquired.
The following financial statements of Virbac are incorporated herein by
reference to the Proxy Statement of Agri-Nutrition for the 1999 Annual Meeting
of Stockholders filed with the Securities and Exchange Commission on February
10, 1999 (file no. 0-24312):
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Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1997 and 1998
Consolidated Statement of Operations for the Years Ended December 31,
1996, 1997 and 1998
Consolidated Statement of Stockholders' Equity for the Years Ended
December 31, 1996, 1997, and 1998
Consolidated Statement of Cash Flows for the Years Ended December 31,
1996, 1997 and 1998
Notes to Consolidated Financial Statements
(b) Pro Forma financial information.
The following unaudited pro forma financial statements are incorporated
herein by reference to the Unaudited Pro Forma Financial Information section of
the Proxy Statement of Agri-Nutrition for the 1999 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on February 10,
1999 (file no. 0-24312):
Unaudited Pro Forma Condensed Combined Balance Sheet Data and the
explanatory notes thereto
Unaudited Pro Forma Combined Statement of Operations - 1998 and the
explanatory notes thereto
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated October 16, 1998, by and
among Agri-Nutrition, VBSA, Virbac and by addendum Interlab
(incorporated by reference to Exhibit 2.1 to Form 8-K filed
with the Commission on November 17, 1998, file no. 0-24312)
2.2 Addendum to the Agreement and Plan of Merger, dated January
18, 1999 (filed herewith)
2.3 First Amendment to Agreement and Plan of Merger, dated November
20, 1998 (filed herewith)
2.4 Second Amendment to Agreement and Plan of Merger, dated
February 10, 1999 (filed herewith)
99.1 Press release of the Company dated March 5, 1999 (filed herewith)
ITEM 8. CHANGE IN FISCAL YEAR
On March 5, 1999, the Company fiscal year end was changed to December
31. Because the Company is accounting for the Merger as a reverse acquisition
and has adopted the fiscal year end of Virbac, the accounting acquiror, no
transition report will be filed.
The next quarterly report beyond the quarterly report for the quarter
ended January 31, 1999 will be filed for the quarterly period ended March 31,
1999 (based on the new fiscal year end).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIRBAC CORPORATION
By: /S/ ROBERT J. ELFANBAUM
Robert J. Elfanbaum
Chief Financial Officer
Date: March 17, 1999
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INTERLAB S.A.S.
ADDENDUM TO MERGER AGREEMENT
Pursuant to Section 6.11 of the Agreement and Plan of Merger, dated as
of October 16, 1998 (the "Merger Agreement"), among Agri-Nutrition Group Limited
("AGNU"), Virbac S.A. ("VBSA") and Virbac, Inc. ("Virbac"), Interlab S.A.S., a
French corporation and a wholly owned subsidiary of VBSA, hereby agrees to
become a party to the Merger Agreement. All references to "Parent" in this
Addendum and the Merger Agreement mean "Interlab S.A.S."
Parent hereby represents and warrants to AGNU that Parent has the
requisite corporate power and authority to execute and deliver this Addendum to
Merger Agreement (this "Addendum"), to become a party to the Merger Agreement
and to consummate the transactions contemplated hereby and thereby. The
execution of this Addendum and the performance of the obligations under the
Merger Agreement and of the other transactions contemplated thereby have been
duly authorized by all necessary corporate action on the part of Parent and no
other corporate proceedings on the part of Parent are necessary to authorize
this Addendum or to consummate the transactions contemplated under the Merger
Agreement. This Addendum has been duly executed and delivered by Parent and,
assuming the Merger Agreement constitutes a valid and binding obligation of
AGNU, constitutes a valid and binding obligation of Parent, enforceable against
Parent in accordance with the terms of the Merger Agreement, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights generally and to general principles of equity.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed and delivered as of the _____ day of __________________ 1998.
AGRI-NUTRITION GROUP LIMITED
By:
Name:
Title:
VIRBAC S.A.
By:
Name:
Title:
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INTERLAB S.A.S.
By:
Name:
Title:
VIRBAC, INC.
By:
Name:
Title:
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"Amendment") is made and entered into as of November 20, 1998, by and between
Agri-Nutrition Group limited, a Delaware corporation ("AGNU"), Virbac S.A., a
French corporation ("VBSA"), and Virbac, Inc., a Delaware corporation
("Virbac").
WHEREAS, AGNU, VBSA and Virbac have entered into a certain Agreement
and Plan of Merger, dated as of October 16, 1998 (the "Merger Agreement"),
pursuant to which Virbac will merge with and into AGNU with AGNU as the
surviving corporation.
WHEREAS, after further discussions, AGNU, VBSA and Virbac have
determined to amend the Merger Agreement to reflect additional agreements of the
parties on issues affected by the Merger.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used in this Amendment will, unless
otherwise defined in this Amendment, have the meanings assigned to them
in the Merger Agreement.
2. Amendment of Article IV, Section 4.23 of the Merger Agreement. Article
IV, Section 4.23 of the Merger Agreement is hereby amended by deleting
the language thereof and substituting in lieu thereof the following:
"Section 4.23 Issuance of Shares. The Merger Shares and the
shares issued pursuant to the Share Adjustment have been duly
authorized by the AGNU Board of Directors and, when issued as
contemplated by this Agreement, will be validly issued, fully paid and
nonassessable, free of any preemptive rights created by, and not in
violation of, any statute, the certificate of incorporation of AGNU,
the bylaws of AGNU or any agreement to which AGNU is a party or by
which AGNU is bound. The Merger Shares and the shares issued pursuant
to the Share Adjustment will be exempt from registration under the
Securities Act and under applicable Blue Sky Laws. The offering or sale
of any of the Merger Shares and the shares issued pursuant to the Share
Adjustment as contemplated by this Agreement does not give rise to any
rights, other than those which have been waived or satisfied, for or
relating to the registration of any securities of AGNU."
3. Amendment of Article VI of the Merger Agreement. (a) Article VI,
Section 6.14 of the Merger Agreement is hereby amended by deleting the
references therein to "Section 7.3(d)" and substituting in lieu thereof
references to "Section 7.1(e)."
(b) Article VI, Section 6.9(b) of the Merger Agreement is
hereby amended by deleting the references therein to "Section 10.1(h)"
and substituting in lieu thereof references to "Section 10.1(g)."
4. Amendment of Article VII of the Merger Agreement. (a) Article VII,
Section 7.2 of the Merger Agreement is hereby amended by adding a new
paragraph "(g)" to Section 7.2 to read in its entirety as follows:
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"(g) Legal Opinions of VBSA's and Virbac's Counsel. On or
prior to the Closing Date, AGNU will have received the opinion of (i)
McGregor & Adler, LLP, counsel to Virbac, regarding the legal
representations contained in Sections 3.1, 3.2, 3.3 and 3.4 of this
Agreement and (ii) Herve Aoust, legal counsel to VBSA, regarding the
legal representations contained in Section 3.4, provided, however, that
such opinion shall substitute VBSA in lieu of Virbac in such legal
representations."
(b) Article VII, Section 7.3 of the Merger Agreement is hereby
amended by adding a new paragraph "(e)" to Section 7.3 to read in its
entirety as follows:
"(e) Legal Opinion of AGNU's Counsel. On or prior to the
Closing Date, VBSA and Virbac will have received the opinion of Dyer,
Ellis & Joseph, counsel to AGNU, regarding the legal representations
contained in Sections 4.1, 4.2, 4.3, 4.4 and 4.23 of this Agreement."
5. Amendment of Article IX, Section 9.1(a) of the Merger Agreement.
Article IX, Section 9.1(a) of the Merger Agreement is hereby amended by
deleting the phrase "third anniversary" and substituting in lieu
thereof the phrase "second anniversary."
6. Amendment of Article X, Section 10.1(i) of the Merger Agreement.
Article X, Section 10.1(i) of the Merger Agreement is hereby amended by
deleting the language thereof and substituting in lieu thereof a new
Section 10.1(i) to read in its entirety as follows:
"(i) by (A) either Virbac or AGNU on or before November 20,
1998 if such party objects to any of the matters reviewed pursuant to
Section 6.1, provided, however, that any objection rendered by such
party is based on reasonable and prudent business judgment and not made
in an arbitrary and capricious manner, or (B) Virbac if it fails to
receive an opinion of AGNU's environmental counsel in the form attached
as Exhibit J hereto or assessment of an environmental engineering firm
acceptable to Virbac, as the case may be; provided further, that if
Virbac is unable to complete its investigation as a result of AGNU's
failure to afford reasonable access to the properties and executive
personnel of AGNU or promptly provide all material information
requested by Virbac pursuant to Section 6.1, then Virbac may extend the
termination date under this Section 10.1(i) to November 25, 1998; or".
7. Amendment of Exhibit C. Exhibit C of the Merger Agreement is hereby
amended by deleting the phrase "and, provided further, that Parent may"
in Section 6 thereof.
8. Amendment of Exhibit I. Exhibit I of the Merger Agreement is hereby
amended by deleting the language of Exhibit I in its entirety and
substituting in lieu thereof Exhibit I attached hereto.
9. Amendment of Appendix B. Items 4.11 and 4.18 of Appendix B to the
Merger Agreement are hereby amended by deleting the language of such
items in their entirety and substituting in lieu thereof Items 4.11 and
4.18 attached hereto.
10. Reaffirmation of Merger Agreement. To the extent that any provision
hereof conflicts with any provision of the Merger Agreement, the
provisions hereof will control. Except as expressly modified hereby,
the Merger Agreement remains in full force and effect in accordance
with its original terms.
11. Miscellaneous.
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(a) Counterparts. This Amendment may be executed and delivered in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered means be deemed to be an
original but all of which taken together constitute one and the same agreement.
(b) Governing Law. This Amendment is governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to
applicable principles of conflicts of law.
(c) Entire Agreement. This Amendment, the Merger Agreement and the
Confidentiality Agreement (together with the Exhibits, the Schedules and the
other documents delivered pursuant to the Amendment and the Merger Agreement)
constitute the entire agreement of the parties and supersedes all prior
agreements and undertakings, both written and oral, between the parties, or any
of them, with respect to the subject matter hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Agreement and Plan of Merger to be executed and delivered as of the date
first written above.
AGRI-NUTRITION GROUP LIMITED
Bruce G. Baker
President and Chief Executive Officer
VIRBAC S.A.
By:
Name:
Title:
VIRBAC, INC.
Brian A. Crook
Chief Executive Officer
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Second
Amendment") is made and entered into as of February 10, 1999 by and between
Agri-Nutrition Group Limited, a Delaware corporation ("AGNU"), Virbac S.A., a
French corporation ("VBSA"), Virbac, Inc., a Delaware corporation ("Virbac"),
and Interlab S.A.S., a French corporation ("Parent").
WHEREAS, AGNU, VBSA, Virbac and Parent have entered into a certain
Agreement and Plan of Merger, dated as of October 16, 1998, as amended by a
First Amendment to Agreement and Plan of Merger, dated as of November 20, 1998
(the "Merger Agreement"), pursuant to which Virbac will merge with and into AGNU
with AGNU as the surviving corporation.
WHEREAS, after further discussions, AGNU, VBSA, Virbac and Parent have
determined to amend the Merger Agreement to reflect additional agreements of the
parties on issues affected by the Merger.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used in this Second Amendment will,
unless otherwise defined in this Second Amendment, have the meanings
assigned to them in the Merger Agreement.
2. Amendment of Article X, Section 10.1(h) of the Merger Agreement.
Article X, Section 10.1(h) of the Merger Agreement is hereby amended by
deleting the language thereof and substituting in lieu thereof the
following:
"(h) by either Virbac or AGNU if the Merger has not been
consummated before March 15, 1999 (the "Termination Date"); provided,
however, that (i) the right to terminate this Agreement under this
Section 10.1(h) will not be available to Virbac if Parent's or Virbac's
failure to use its commercially reasonable best efforts to fulfill any
obligation under this Agreement has been the cause of, or resulted in,
the failure of the Effective Time to occur on or before the Termination
Date, and (ii) the right to terminate this Agreement under this Section
10.1(h) is not available to AGNU if AGNU's failure, or the failure of
its stockholders who are subject to the Stockholders' Agreements set
forth as Exhibit I hereto, to use their commercially reasonable best
efforts to fulfill any obligation under this Agreement has been the
cause of, or resulted in, the failure of the Effective Time to occur on
or before the Termination Date;".
3. Miscellaneous.
(a) Counterparts. This Second Amendment may be executed and delivered
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be an
original but all of which taken together constitute one and the same agreement.
(b) Governing Law. This Second Amendment is governed by, and construed
in accordance with, the laws of the State of Delaware without giving effect to
applicable principles of conflicts of law.
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(c) Entire Agreement. This Second Amendment, the Merger Agreement and
the Confidentiality Agreement (together with the Exhibits, the Schedules and the
other documents delivered pursuant to the Second Amendment and the Merger
Agreement) constitute the entire agreement of the parties and supersedes all
prior agreements and undertakings, both written and oral, between the parties,
or any of them, with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Agreement and Plan of Merger to be executed and delivered as of the
date first written above.
AGRI-NUTRITION GROUP LIMITED
Bruce G. Baker
President and Chief Executive Officer
VIRBAC S.A.
Michel Garaudet
Director of Administration and Finance
VIRBAC, INC.
Brian A. Crook
Chief Executive Officer
INTERLAB S.A.S.
Pascal Boissy
President
Contact: Robert J. Elfanbaum
Chief Financial Officer
(314) 298-7330
FOR IMMEDIATE RELEASE
AGRI-NUTRITION GROUP AND VIRBAC
COMPLETE MERGER, WILL INITIATE STOCK TENDER
MARYLAND HEIGHTS, Missouri (March 5, 1999) -- Agri-Nutrition Group Limited
(Nasdaq/NM:AGNU) today announced the closing of its merger with Virbac, Inc.
(Virbac), the U.S. subsidiary of Virbac S.A. (VBSA), a French veterinary
pharmaceutical manufacturer, forming a new company, Virbac Corporation, which
will begin trading March 8, 1999, on the Nasdaq National Market under the symbol
VBAC. The merger was approved by shareholders of Agri-Nutrition Group at its
annual meeting on March 1, 1999. Within the next two weeks, a public tender for
approximately 10% of the Company's currently outstanding Common Stock at $3.00
per share will be initiated. If the closing price of the Common Stock has not
reached $3.00 for 40 consecutive trading days within two years after the merger,
the Company will conduct a second tender offer for an additional 15% of the
shares currently outstanding, also at $3.00 per share.
Pascal Boissy, president of VBSA, will serve as chairman of the board
of the Fort Worth, Texas-based Virbac Corporation; Brian A. Crook, D.V.M.,
former chief executive officer of Virbac, will serve as chief executive officer;
Bruce G. Baker, former president and chief executive officer of Agri-Nutrition
Group Limited, will serve as executive vice president; and Robert J. Elfanbaum,
chief financial officer of Agri-Nutrition Group, will continue to serve as chief
financial officer. Both Dr. Crook and Mr. Baker hold seats on the combined
company's Board of Directors as do Mr. Alec Poitevint, former chairman of
Agri-Nutrition Group, and Dr. Pierre Pages, executive vice president of VBSA.
Commenting on the merger, Dr. Crook stated, "We are pleased to have
completed this transaction which we believe will bring value to the shareholders
and customers of both companies. The combined management team will immediately
begin the integration of the two companies and will also aggressively seek
acquisition and alignment candidates in support of our core business to deliver
continually improving value to those shareholders and customers."
Mr. Baker added, "Now that the combination has been completed, we look
forward to the synergies and economies of scale created through this
transaction. As a company with sales of $50 million, Virbac Corporation has the
critical mass, financial strength and skills necessary to take advantage of
opportunities in the rapidly consolidating companion animal industry."
Virbac Corporation (Nasdaq/NM:VBAC), located in Fort Worth, Texas, is a
companion animal health company formed through the merger of Virbac, Inc., a
subsidiary of the $241 million revenue French public animal health company,
Virbac, S.A. (Second Marche/SICOVAM:3157), and Agri-Nutrition Group Limited.
Virbac Corporation is a leader in health care products and services for pets and
companion animals and serves its clients from operations in Fort Worth, Texas;
St. Louis, Missouri; Los Angeles, California; and Chicago, Illinois; as well as
a sales and distribution center in the United Kingdom.
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