Patterson Shareholders Approve Patient Square Acquisition

Patterson Companies announced that its shareholders approved, at a special meeting, the acquisition of Patterson by Patient Square Capital, a dedicated healthcare investment firm.

Don Zurbay, Patterson’s President and Chief Executive Officer, said, “I would like to express my gratitude to the Patterson shareholders for their support today and throughout this transaction process. The Patterson team is excited about this partnership with Patient Square Capital and beginning our next chapter as a private company. We believe this collaboration will enable us to continue investing in serving our customers and our business, accelerate our growth, and be well-positioned to achieve our strategic priorities.”

The final voting results will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Under the terms of the Agreement and Plan of Merger dated December 10, 2024 (the “Merger Agreement”), in connection with the merger contemplated thereby, Patterson shareholders will receive $31.35 in cash per share of common stock. Patterson expects the transaction to close later this month, subject to the satisfaction of certain customary closing conditions set forth in the Merger Agreement. Upon completion of the transaction, Patterson will become a privately held company, and its common stock will no longer be traded on the NASDAQ Global Select Market®.

About Patterson Companies Inc.

Patterson Companies Inc. (NASDAQ: PDCO) connects dental and animal health customers in North America and the U.K. to the latest products, technologies, services, and innovative business solutions that enable operational and professional success. Our comprehensive portfolio, distribution network, and supply chain are equaled only by our dedicated, knowledgeable people, who deliver unrivaled expertise and unmatched customer service and support.

Learn more at www.pattersoncompanies.com or www.animalhealthinternational.com.

About Patient Square Capital

Patient Square Capital is a dedicated healthcare investment firm with approximately $12 billion in assets under management as of December 31, 2024. The firm aims to achieve strong investment returns by partnering with growth-oriented companies and top-tier management teams whose products, services, and technologies improve health. Patient Square utilizes deep industry expertise, a broad network of relationships, and a partnership approach to make investments in companies that will grow and thrive. Patient Square invests in businesses that strive to improve patient lives, strengthen communities, and create a healthier world.

For more information, visit www.patientsquarecapital.com.

Forward-Looking Statements

This report contains statements that are forward-looking statements within the meaning of federal securities laws. Forward-looking statements include information concerning the proposed merger and the ability to consummate the proposed merger, our liquidity, and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as “believe,” “expect,” “project,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” or similar words.

These statements are based on certain assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in these circumstances. We believe these assumptions are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors—both positive and negative—that may be revised or supplemented in subsequent releases or reports.

These statements involve risks, estimates, assumptions, and uncertainties that could cause actual results to differ materially from those expressed in these statements and elsewhere in this report. These uncertainties include, but are not limited to:

• The inability to consummate the merger within the anticipated time period, or at all, due to any reason, including failure to obtain required regulatory approvals, satisfy the other conditions to the consummation of the merger, or complete necessary financing arrangements.
• The risk that the merger disrupts our current plans and operations or diverts management’s attention from ongoing business.
• The effects of the merger on our business, operating results, and ability to retain and hire key personnel and maintain relationships with customers, suppliers, and others with whom we do business.
• The risk that our stock price may decline significantly if the merger is not consummated.
• The nature, cost, and outcome of any legal proceedings related to the merger.

Other risks include dependence on suppliers, distribution disruptions, changes in supplier rebates, technological obsolescence, cyber-security threats, economic uncertainty, regulatory challenges, and evolving data privacy laws.

This review of important factors that could cause actual results to differ from expectations should not be considered exhaustive and should be read in conjunction with information in our Annual Report on Form 10-K for the year ended April 27, 2024, filed with the SEC on June 18, 2024, our definitive proxy statement for our 2024 annual meeting of shareholders filed on August 2, 2024, our definitive proxy statement for our 2025 special meeting of shareholders filed on February 27, 2025, and our recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

The information contained in this report is made only as of the date hereof, even if subsequently made available on our website or otherwise.