Agri-Nutrition Group and Virbac Merger Receives Shareholder Approval; Agri-Nutrition Also Announces First Quarter Results.MARYLAND HEIGHTS, Mo.--(BUSINESS WIRE)--March 1, 1999-- Agri-Nutrition Group Limited (Nasdaq/NM:AGNU AGNU Asociación Guatemalteca pro Naciones Unidas (Spanish) AGNU Association Guinéenne pour les Nations Unies ) today announced that the proposed transaction, whereby Virbac, Inc. (Virbac), the U.S. subsidiary of Virbac S.A. (VBSA VBSA Value-Based Self Assessment ), a French veterinary pharmaceutical manufacturer, would merge with and into the Company and VBSA will become the Company's controlling stockholder, was approved today at the Company's annual meeting of shareholders. The new company will be renamed Virbac Corporation (Nasdaq/NM:VBAC VBAC abbr. vaginal birth after cesarean VBAC Vaginal birth after cesarean. Mentioned in: Cesarean Section VBAC Vaginal birth after cesarean section, see there ). Closing is anticipated on or before March 15 and will be followed by a public tender for approximately 10% of the Company's currently outstanding Common Stock at $3.00 per share. Virbac, Inc., located in Fort Worth, Texas Fort Worth is the fifth-largest city in the state of Texas, 18th-largest city in the United States[1], and voted one of "America’s Most Livable Communities. , is a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Virbac, S.A., located in Carros, France. With 1997 sales of $241 million, Virbac, S.A. is the 11th largest veterinary pharmaceutical company in the world and is the largest veterinary-only company. Virbac, Inc. is a leading pet/companion animal company focusing on unique and innovative products for veterinary dermatology dermatology (dûrmətŏl`əjē), branch of medicine concerned with diagnosis and treatment of diseases and disorders of the skin. , and was purchased by Virbac, S.A. in 1987. Today, Virbac's Allerderm brand is the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canadian market leader in dermatology products for dogs and cats. Commenting on the merger, Bruce G. Baker, president and chief executive officer of Agri-Nutrition Group Limited, said, ~We are very pleased that the shareholders have chosen to approve the merger transaction between Agri-Nutrition Group Limited and Virbac. Teaming with Virbac will advance Agri-Nutrition's growth timetable significantly and will build upon the platform that has been developed. The combination creates a financially strong company with the critical mass, resources and skills necessary to take advantage of the changing needs of the rapidly consolidating companion animal industry. We are confident that combining our expertise and resources with those of Virbac will allow us to deliver better value to our shareholders and to the customers of both companies." Agri-Nutrition also announced that, for the first quarter ended January 31, 1999, net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight were $7.7 million compared with net sales of $7.6 million for the quarter ended January 31, 1999. Gross profit for the quarter ended January 31, 1999, was $2.2 million compared with the prior year's $1.9 million. Operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. for the quarter was $0.1 million compared with an operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. of $0.2 million in the prior year. Net loss for the quarter was $0.1 million, or $0.01 per share, compared with a net loss of $0.2 million, or $0.02 per share in the prior year. Commenting on the first quarter 1999 financial results, Mr. Baker added, "Our improved operating income compared with last year establish the trendline we expected and we are on track to meet the Company's expectations in 1999. In the first quarter of 1999, management was focused to a great extent on due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. and the completion of the Virbac transaction. With the majority of that effort behind us, we look forward to realizing the benefits to both companies which will result from this combination." Agri-Nutrition Group Limited is a world leader in pet oral hygiene Oral Hygiene Definition Oral hygiene is the practice of keeping the mouth clean and healthy by brushing and flossing to prevent tooth decay and gum disease. and dental care and produces, markets and distributes the St. JON, Mardel and Zema lines of health, grooming, and nutritional products for the pet industry through its Pet Health Care Division as well as pet, animal health and chemical specialty products through its PM Resources private label/contract manufacturing division. Agri-Nutrition recently announced that it has signed a definitive agreement to merge with Virbac, Inc., a subsidiary of the French public animal health company Virbac, S.A. (Second Marche/SICOVAM:3157), creating a companion animal health company with combined 1998 U.S. sales of approximately $50 million. -0-
AGRI-NUTRITION GROUP LIMITED
FINANCIAL HIGHLIGHTS
(amounts in thousands except share and per share data)
Three Months Ended
January 31,
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1999 1998
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Net sales $ 7,740,705 $ 7,636,129
Gross profit 2,242,410 1,949,183
Operating income (loss) 93,617 (185,758)
Net loss (96,599) (225,560)
Basic loss per share $ (0.01) $ (0.02)
Diluted loss per share $ (0.01) $ (0.02)
Basic shares outstanding 9,268,053 9,313,927
Diluted shares outstanding 9,268,053 9,313,927
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