HSKA Heska Corporation

For your convenience, provided below is a brief summary of certain information contained in this proxy statement. This summary highlights selected information from this proxy statement and does not contain all of the information that may be important to you as a Heska stockholder (as defined below). To understand the Merger (as defined below) fully and for a more complete description of the terms of the Merger, you should read this entire proxy statement carefully, including its annexes and the other documents to which you are referred. Additionally, important information, which you are urged to read, is contained in the documents incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” beginning on page 95. Items in this summary include a page reference directing you to a more complete description of those items. In this proxy statement, the terms “Heska,” “the Company,” “we,” “our” and “us” refer to Heska Corporation and its consolidated subsidiaries taken as a whole, unless the context requires otherwise.

Founded in 1988, Heska Corporation, a Delaware corporation, sells, manufactures, markets and supports diagnostic and specialty products and solutions for veterinary practitioners. Heska’s portfolio includes point-of-care (“POC”) diagnostic laboratory instruments and consumables, including rapid assay diagnostic products and digital cytology services; POC digital imaging diagnostic products; local and cloud-based data services; practice information management software and related software and support; reference laboratory testing; allergy testing and immunotherapy; heartworm preventive products; and vaccines.

A detailed description of Heska’s business is contained in Heska’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2022, which is incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” beginning on page 95.

Heska’s public common stock, par value $0.01 per share (“Common Stock”), is listed and traded on The NASDAQ Stock Market LLC (“NASDAQ”) under the ticker symbol “HSKA.” Heska has its executive offices located at 3760 Rocky Mountain Avenue, Loveland, CO 80538.

Mars, Incorporated, a Delaware corporation which we refer to as “Mars,” is a global, family-owned (private) business. Mars employs over 140,000 associates across its diverse and expanding portfolio of products and services. With almost $45 billion in annual sales, Mars produces some of the most well-known brands today, including WRIGLEYS® (gum), DOVE®, EXTRA®, KIND®, M&M’s® and SNICKERS®.

Mars Petcare is the largest part of Mars, Incorporated with more than a century of history. Mars Petcare’s portfolio of almost 50 brands includes PEDIGREE®, WHISKAS®, EUKANUBA™, IAMS™, ROYAL CANIN®, SHEBA®, CESAR®, GREENIES™ as well as the WALTHAM Petcare Science Institute, which has advanced research in the nutrition and health of pets. Mars Petcare is a leading veterinary health provider through an international network of more than 2,500 pet hospitals including AniCura, BANFIELD (often in Petsmart locations), BLUEPEARL, Linnaeus, Mount Pleasant, VCA, VES and VSH. Mars Petcare is also a leading diagnostics provider to veterinarians, including through Antech and other international efforts in the central reference laboratory space. Mars has its executive offices located at 6885 Elm Street, McLean, VA 22101.

Antech Diagnostics, Inc., which we refer to as “Acquiror”, is a California corporation and a wholly-owned subsidiary of Mars. Acquiror is part of Mars Petcare Science and Diagnostics. Acquiror has its executive offices located at 17620 Mount Herrmann Street, Fountain Valley, CA 92708.

Helsinki Merger Sub LLC, which we refer to as “Merger Sub”, is a Delaware limited liability company and a wholly-owned subsidiary of Acquiror that was formed solely for the purpose of entering into the Merger Agreement (as defined below) and consummating the transactions contemplated by the Merger Agreement.

A special meeting of Heska stockholders (the “Special Meeting”) will be held virtually at meetnow.global/MH9Q2TS, on June 7, 2023, at 9:00 a.m., MDT. The Special Meeting is being held to consider and vote on the following proposals:

Completion of the Merger is conditioned on, among other things, the approval of the Merger Proposal by the requisite holders of Common Stock (“Heska stockholders”). Approval of the Adjournment Proposal and the Advisory Compensation Proposal are not conditions to the obligation of the parties to complete the Merger.

Only holders of record of outstanding shares of Common Stock as of the close of business on May 2, 2023 (the “Record Date”) are entitled to receive notice of, and to vote virtually at, the Special Meeting and any adjournment or postponement of the Special Meeting unless a new record date is fixed in connection with any adjournment or postponement of the Special Meeting. Heska stockholders may cast one vote for each share of Common Stock owned as of the close of business on the Record Date for each proposal.

As of the close of business on the Record Date, there were 10,913,754 shares of Common Stock issued and outstanding.

If a quorum is present at the Special Meeting, approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Accordingly, a Heska stockholder’s abstention from voting or the failure of a Heska stockholder to vote (including the failure of a Heska stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Amended and Restated Bylaws of Heska (the “Bylaws”), if a quorum is present at the Special Meeting, approval of the Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Common Stock entitled to vote thereon and present in person or represented by proxy at the Special Meeting. Under the Bylaws, for purposes of determining whether shares are present and entitled to vote with respect to any particular subject matter, abstentions and nonvotes with respect to such subject matter will be treated as not present or entitled to vote on such subject matter, but will be treated as present and entitled to vote for all other purposes. Accordingly, with respect to a Heska stockholder who is present in person or represented by proxy at the Special Meeting and who abstains from voting on either the Advisory Compensation Proposal or the Adjournment Proposal, such stockholder’s abstention will not be counted in connection with the determination of whether a quorum is present with respect to such proposal and will have no effect on the outcome of such proposal. The failure of a Heska stockholder of record who is not present in person or represented by proxy at the Special Meeting to vote on either proposal, as well as the failure of a Heska stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to the bank, broker, trust or other nominee, will have no effect on the outcome of either the Advisory Compensation Proposal or the Adjournment Proposal.

You are being asked to adopt and approve the Merger Agreement. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, Merger Sub will merge with and into Heska, with Heska surviving as a wholly-owned subsidiary of Acquiror. The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the Merger. Following the Merger, the Common Stock will be delisted from NASDAQ, will be deregistered under Section 14(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and will cease to be publicly traded.

Heska and Mars are working to be in a position to complete the Merger as quickly as possible after the Special Meeting. Heska currently anticipates that the Merger will be completed in the second half of 2023. In order to complete the Merger, Heska must obtain the required Heska stockholder approval and approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), certain other regulatory approvals and a number of other closing conditions under the Merger Agreement must be satisfied or waived. See the section entitled “The Merger Agreement — Conditions to Consummation of the Merger.” Accordingly, there can be no assurances that the Merger will be completed at all, or if completed, that it will be completed in the second half of 2023.

At the time the Merger becomes effective (the “Effective Time”), each share of Common Stock, issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock held by Heska as treasury stock, shares held, directly or indirectly, by Mars, Acquiror or Merger Sub, or any wholly-owned subsidiary of Heska, immediately prior to the Effective Time, shares of Restricted Stock (as defined below, the treatment of which is described elsewhere in this proxy statement) or shares held by a holder who properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporation Law), will be converted into the right to receive $120.00 per share in cash, without interest and subject to any applicable withholding taxes (the “Merger Consideration”). Any shares of Common Stock held by Heska as treasury stock immediately prior to the Effective Time will automatically be cancelled and retired and not be entitled to receive the Merger Consideration, and any shares of Common Stock held, directly or indirectly, by Mars, Acquiror or Merger Sub, or any wholly-owned subsidiary of Heska, immediately prior to the Effective Time will remain outstanding and will not be converted into the right to receive the Merger Consideration.

Contemporaneously and in connection with the execution of the Merger Agreement, Acquiror entered into a voting agreement (each, a “Voting Agreement”) (the form of which is attached as Annex B to the accompanying proxy statement) with each of (1) Kevin S. Wilson, the President and Chief Executive Officer of Heska, and certain Heska stockholders related to or affiliated with Mr. Wilson (such stockholders are referred to herein collectively as the “Wilson Stockholders”), pursuant to which the Wilson Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote 482,578 of the shares of Common Stock, representing 4.42% of Common Stock outstanding as of the Record Date, held by the Wilson Stockholders as of such date in favor of the Merger Proposal at the Special Meeting, and (2) David E. Sveen, Ph.D., a member of the Heska board of directors (the “Heska Board”), and certain Heska stockholders affiliated with Dr. Sveen (such stockholders are referred to herein collectively as the “Sveen Stockholders”), pursuant to which the Sveen Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote 43,081 of the shares of Common Stock, representing 0.39% of Common Stock outstanding as of the Record Date, held by the Sveen Stockholders as of such date in favor of the Merger Proposal at the Special Meeting. For more information, please see the section entitled “The Merger Agreement — Voting Agreements.” For more information regarding the security ownership of the Wilson Stockholders and Sveen Stockholders, please see the section entitled “Certain Beneficial Owners of Common Stock.”

The Heska Board has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Heska and the Heska stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (iii) resolved to recommend that the Heska stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Accordingly, the Heska Board unanimously recommends that Heska stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. For additional information on the factors considered by the Heska Board in reaching this decision and the recommendation of the Heska Board, please see the section entitled “The Merger — Recommendation of the Heska Board and its Reasons for the Merger.”

Heska retained each of BofA Securities, Inc. (“BofA Securities”) and Piper Sandler & Co. (“Piper Sandler”) to act as financial advisors to the Heska Board in connection with the proposed Merger. At the meeting of the Heska Board on March 31, 2023, BofA Securities and Piper Sandler each rendered its oral opinion, subsequently confirmed in writing, that as of such date, and based on and subject to various assumptions and limitations described in their respective opinions, the Merger Consideration to be received by the holders of Common Stock (other than holders of shares of Restricted Stock, shares owned (or held in treasury) by Heska, shares owned by any of Heska’s wholly-owned subsidiaries, Mars, Acquiror or Merger Sub (or any other subsidiary of Mars) or shares for which a holder properly perfects its appraisal rights under the DGCL) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The full texts of the written opinions of BofA Securities, dated March 31, 2023, and of Piper Sandler, dated March 31, 2023, which set forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by each of BofA Securities and Piper Sandler in rendering its opinion, are attached to this proxy statement as Annex C and Annex D, respectively. You are encouraged to read the opinions carefully and in their entirety. The summary of the opinions of BofA Securities and Piper Sandler set forth herein is qualified in its entirety by reference to the full texts of the respective opinions. BofA Securities’s and Piper Sandler’s opinion were each rendered for the benefit of the Heska Board, in its capacity as such, and addressed only the fairness from a financial point of view, as of the date of such opinion, of the Merger Consideration to such holders of Common Stock. BofA Securities’s and Piper Sandler’s opinions did not address any other aspects or implications of the Merger, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or the fairness of the amount or nature of the compensation to any officers, directors or employees of Heska, or any class of such persons, relative to the Merger Consideration to be received by the holders of shares of Common Stock pursuant to the Merger Agreement. BofA Securities and Piper Sandler did not express any opinion or recommendation as to how the Heska stockholders should vote at the Special Meeting.

In considering the recommendation of the Heska Board, that Heska stockholders vote to approve the Merger Proposal, Heska stockholders should be aware that Heska’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of Heska stockholders generally. These interests include, among others:

The Heska Board was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the Merger, and in recommending the approval of the Merger Proposal and the Advisory Compensation Proposal to the Heska stockholders. See the section entitled “The Merger — Interests of Heska’s Directors and Executive Officers in the Merger.”

At the Effective Time, each option to purchase a share of Common Stock (an “Option”) that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested and whether subject to service-based or performance-based vesting conditions), by virtue of the Merger, will be deemed fully vested (including with respect to any performance-based vesting requirements), will cease to be outstanding and will be converted into the right to receive, in accordance with the terms of the Merger Agreement, an amount in cash equal to the per share Merger Consideration less the exercise price per share of Common Stock of the Option, subject to tax withholding. Any Option with a per share exercise price equal to or greater than the per share Merger Consideration will be cancelled as of the Effective Time without payment. For more information, see the section entitled “The Merger Agreement — Treatment of Heska Incentive Awards — Treatment of Options.”

At the Effective Time, each share of Common Stock that is subject to vesting or forfeiture (“Restricted Stock”) that is outstanding as of immediately prior to the Effective Time, by virtue of the Merger, will be deemed fully vested (including with respect to any performance-based vesting requirements, which will be deemed to be achieved at maximum performance), will cease to be outstanding, and will be converted into the right to receive, in accordance with the terms of the Merger Agreement, an amount in cash equal to the per share Merger Consideration, subject to tax withholding. For more information, see the section entitled “The Merger Agreement — Treatment of Heska Incentive Awards — Treatment of Restricted Stock.”

At the Effective Time, each restricted stock unit (an “RSU”) that is outstanding immediately prior to the Effective Time, by virtue of the Merger, will be deemed fully vested (including with respect to performance-based vesting requirements, but excluding certain Company performance-based RSUs that were granted in 2023, which will be deemed vested at the greater of target or actual level of performance), will cease to be outstanding and will be converted into the right to receive, in accordance with the terms of the Merger Agreement, an amount in cash equal to the per share Merger Consideration, subject to tax withholding. For more information, see the section entitled “The Merger Agreement — Treatment of Heska Incentive Awards — Treatment of RSUs.”

Prior to the Effective Time, Heska will take all actions necessary to provide that, contingent on the Effective Time: (i) no new offering period under the ESPP will commence following March 31, 2023, (ii) there will be no increase in the amount of participants’ payroll deduction elections under the ESPP and no contributions other than previously elected payroll deductions during the current offering period from those in effect as of March 31, 2023, (iii) no individual will commence participation in the ESPP prior to the Effective Time, (iv) each purchase right issued pursuant to the ESPP will be fully exercised on the earlier of (a) June 30, 2023 and (b) ten business days prior to the Effective Time and (v) the ESPP will be terminated effective as of immediately prior to the Effective Time.

Prior to the Effective Time, Heska will take any and all actions necessary to effectuate the treatment of the equity awards of Heska and ensure that (i) the amounts payable under the Merger Agreement represent the exclusive consideration due to the holders of the equity awards, and (ii) no equity awards will remain outstanding following the Effective Time.

Pursuant to the Merger Agreement, Heska has agreed to take all actions required by the Indenture, dated as of September 17, 2019 (the “Convertible Notes Indenture”), between Heska and U.S. Bank, National Association, with respect to its 3.750% Convertible Senior Notes due 2026 (the “Convertible Notes”) or that are otherwise reasonably requested by Acquiror pursuant to and in compliance with the Convertible Notes Indenture, in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including by giving any notices that may be required by the Convertible Notes Indenture or reasonably requested by Acquiror and delivering to the trustee, noteholders or other applicable persons any documents or instruments required by the Convertible Notes Indenture or reasonably requested by Acquiror to be delivered at or prior to the Effective Time to such trustee, noteholders or other applicable persons. Heska has agreed not to elect any settlement method pursuant to the Convertible Notes Indenture that would be applicable to conversions whose settlement will occur after the Effective Time without Acquiror’s consent.

The Merger Agreement does not contain any financing-related closing condition. Acquiror and Merger Sub have represented to Heska that they will have sufficient funds at the closing of the Merger to pay all cash amounts required to be paid by Acquiror and Merger Sub under the Merger Agreement, and Mars has guaranteed such payment obligations.

Each party’s obligation to effect the Merger is subject to the fulfillment on or prior to the Closing Date, or waiver (to the extent not prohibited under applicable law) at Closing, of each of the following conditions:

In addition, Acquiror’s and Merger Sub’s obligation to effect the Merger is subject to the fulfillment at or prior to the Closing Date or waiver (to the extent not prohibited under applicable law) at Closing, of each of the following additional conditions:

Heska’s obligation to effect the Merger is subject to the fulfillment at or prior to the Closing Date or waiver (to the extent not prohibited under applicable law) at Closing, of each of the following additional conditions:

Except as expressly permitted by the Merger Agreement, Heska will, and will cause each of its subsidiaries to and will use its reasonable best efforts to cause its and its subsidiaries’ representatives to (i) immediately cease and terminate any ongoing solicitation, encouragement, discussions or negotiations with any person (other than Mars and its subsidiaries, including Acquiror and their representatives) with respect to a Company Takeover Proposal (as defined in the section entitled “The Merger Agreement — Other Covenants and Agreements — Non-Solicitation; Takeover Proposals” beginning on page 73), and (ii) not, directly or indirectly:

Notwithstanding the foregoing, if at any time after the date of the Merger Agreement and prior to the approval of the Merger Proposal (but not after), in the event that (i) Heska or any of its representatives receives a bona fide unsolicited written Company Takeover Proposal that does not result from a breach of the non-solicitation provisions of the Merger Agreement and (ii) the Heska Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes or could reasonably be expected to result in a Company Superior Proposal (as defined in the section entitled “The Merger Agreement — Other Covenants and Agreements — Non-Solicitation; Takeover Proposals” beginning on page 73), Heska may, prior to the approval of the Merger Proposal (but not after):

If Heska receives a Company Takeover Proposal, Heska must:

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time:

Except as otherwise provided in the Merger Agreement, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement will be paid by the party incurring or required to incur such expenses.

If the Merger Agreement is terminated in specified circumstances, the Company will be required to pay or cause to be paid to Acquiror a termination fee of $45,000,000 (the “Termination Fee”). Acquiror would be entitled to receive the Termination Fee from Heska if the Merger Agreement is terminated:

These triggers for the termination fee are subject to additional conditions or qualifications, which are described in greater detail in the section entitled “The Merger Agreement — Termination Fee” beginning on page 82.

If the Merger Agreement is terminated in specified circumstances, Acquiror will be required to pay or cause to be paid to Heska a termination fee of $60,000,000 (the “Reverse Termination Fee”). Heska would be entitled to receive the Reverse Termination Fee from Acquiror if either Acquiror or Heska terminates the Merger Agreement:

These triggers for the Reverse Termination Fee are subject to additional conditions or qualifications, which are described in greater detail in the section entitled “The Merger Agreement — Reverse Termination Fee” beginning on page 83.

The receipt of cash by U.S. holders (as defined in the section entitled “The Merger — U.S. Federal Income Tax Considerations”) in exchange for shares of Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Common Stock pursuant to the Merger will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the Merger and (ii) the U.S. holder’s adjusted tax basis in its Common Stock exchanged therefor.

This proxy statement contains a general discussion of U.S. federal income tax considerations relating to the Merger. No information is provided with respect to the tax consequences of the Merger under any U.S. federal law other than income tax laws (including, for example the U.S. federal estate, gift, Medicare and alternative minimum tax laws), or any applicable state, local or non-U.S. tax laws. Consequently, holders of Common Stock should consult their tax advisors as to the tax consequences of the Merger relevant to their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

The completion of the Merger is subject to:

Under the HSR Act and related rules, certain transactions, including the Merger, may not be completed until required information and materials are furnished to the Antitrust Division of the U.S. Department of Justice (“Antitrust Division”) and the Federal Trade Commission (the “FTC”) and statutory waiting period requirements have been satisfied. On April 14, 2023, both Heska and Acquiror filed their respective Notification and Report Forms with the Antitrust Division and the FTC. The waiting period under the HSR Act is expected to expire on May 15, 2023 unless earlier terminated or extended by the issuance of a request for additional information and documentary material (a “Second Request”) to the parties by the FTC or the Antitrust Division prior to that time. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Merger will be extended for an additional period of 30 calendar days following both parties’ substantial compliance with that request unless earlier terminated by the FTC or the Antitrust Division. After that time, the waiting period may be extended only by court order or with the consent of the parties. At any time before or after the consummation of any such transactions, the FTC or the Antitrust Division could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the Merger.

At the close of business on the Record Date, Heska’s directors and executive officers and their affiliates, as a group, beneficially owned and were entitled to vote approximately 990,307 shares of Common Stock, collectively representing approximately 9.1% of the shares of Common Stock outstanding on that date. Heska currently expects that all of its directors and executive officers will vote their shares “ FOR ” the Merger Proposal, “ FOR ” the Advisory Compensation Proposal and “ FOR ” the Adjournment Proposal (if necessary). For more information regarding the security ownership of Heska directors and executive officers, please see the section entitled “Certain Beneficial Owners of Common Stock.”

Pursuant to the Voting Agreement and subject to the terms and conditions thereof, (x) the Wilson Stockholders have agreed to vote 482,578 shares of Common Stock, representing 4.42% of Common Stock outstanding as of the Record Date, and any shares of Common Stock acquired by the Wilson Stockholders after March 31, 2023 and (y) the Sveen Stockholders have agreed to vote 43,081 shares of Common Stock, representing 0.39% of Common Stock outstanding as of the Record Date, and any shares of Common Stock acquired by the Sveen Stockholders after March 31, 2023, in each case, in favor of the Merger Proposal at the Special Meeting. For a more complete discussion of the Voting Agreements, please see the section entitled “The Merger Agreement — Voting Agreements.”

Prior to the Effective Time, Heska will, and will cause its subsidiaries to, reasonably cooperate with Acquiror and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to cause the delisting of the Common Stock from NASDAQ by Heska, as the surviving corporation in the Merger, as promptly as practicable after the Effective Time and the deregistration of the Common Stock under the Exchange Act as promptly as practicable after such delisting.

As of the date of this proxy statement, no stockholder litigation related to the Merger Agreement has been brought against Heska or any members of the Heska Board.

Under the Delaware General Corporation Law (the “DGCL”), a holder of Common Stock who does not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of its shares of Common Stock as determined by the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) if the Merger is completed, but only if such stockholder strictly complies with the procedures set forth in Section 262 of the DGCL (“Section 262”). This appraisal amount could be more than, the same as or less than the Merger Consideration. Any holder of Common Stock intending to exercise appraisal rights must, among other things, submit a written demand for an appraisal to us prior to the vote on the Merger Proposal at the Special Meeting and must not vote or otherwise submit a proxy in favor of the Merger Proposal. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The requirements of the DGCL for exercising appraisal rights are summarized in this proxy statement, including Section 262, the text of which can be found in Annex E to this proxy statement.

The closing trading price of a share of Common Stock on the NASDAQ on March 31, 2023, the last trading day prior to our announcement of Heska’s entry into the Merger Agreement, was $97.62 per share, representing a premium of approximately 38% to Heska’s 60-day volume weighted average price on March 31, 2023 and a premium of approximately 23% to the closing price on March 31, 2023. On May 5, 2023, which is the latest practicable trading day before this proxy statement was printed, the closing price of a share of Common Stock on NASDAQ was $116.80. You are encouraged to obtain current market quotations for the Common Stock in connection with voting your shares of Common Stock.

You can find more information about Heska in the periodic reports and other information we file with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the website maintained by the SEC at www.sec.gov.