VCA Inc. to Acquire Majority Interest in Companion Animal Practices, North America

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Acquisition Adds 56 Animal Hospitals to VCA’s North American
Network of Animal Hospitals

LOS ANGELES–(BUSINESS WIRE)–VCA Inc. (NASDAQ Global Select Market: WOOF), a leading animal
healthcare company in the United States and Canada, announced today the
signing of a definitive agreement for VCA to acquire an 80% ownership
interest in Companion Animal Practices, North America (CAPNA) for $344
million. CAPNA, located in Las Vegas, Nevada operates a network of 56
free standing animal hospitals.


The acquisition is conditioned upon the expiration or earlier
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and other customary closing
conditions. Closing is expected between April and July 2016.

Bob Antin, Chairman and Chief Executive Officer of VCA, stated, “We are
very excited to create this partnership between VCA and CAPNA. We have
known and worked with CAPNA’s management and many of its veterinary
owners for years. We clearly share the belief that we can make a
difference in the veterinary profession. CAPNA’s management team, under
the leadership of Dennis Law, President, will continue to operate
CAPNA’s animal hospitals as an independent operation sharing and
leveraging many of the systems and processes that VCA has in place.”

Mr. Antin continued, “We have confidence in this model which is very
similar to our Canadian business, which operates under an independent
management that takes advantage of VCA’s expertise and infrastructure.”

Dennis Law, President of CAPNA, stated, “We are pleased about our new
relationship with VCA and we look forward to leveraging their
administrative infrastructure and financial resources to take CAPNA to
the next level. Our entire management team is excited by the opportunity
to grow our company and draw on VCA resources while we retain the
independence and culture that has made CAPNA the success that it is.”

We anticipate that CAPNA will have annual 2016 revenues of approximately
$200 million and that it will be accretive to non-GAAP diluted earnings
per share. Assuming a closing during the second quarter of 2016, we
estimate an additional $0.03 to $0.04 in 2016 non-GAAP adjusted diluted
earnings per share excluding amortization, transaction and integration
costs. The transaction is expected to include an estimated $116 million
from anticipated future tax benefits, which will positively impact VCA’s
cash flow over the next 15 years. Including the present value of these
expected tax benefits, the purchase price of $344 million represents a
valuation multiple of approximately 10.7 times expected 2016 EBITDA.

RBC Capital Markets, LLC served as the exclusive financial advisor to
CAPNA. Akin Gump Strauss Hauer & Feld served as legal counsel to VCA
Inc. and Gibson Dun represented CAPNA in the transaction.

About CAPNA

CAPNA is a national group of high quality companion animal practice
owners that believe that the improved practice of medicine and surgery
is the key to success in veterinary medicine. Founded in 2010 with the
merger of 17 hospitals in 10 states, CAPNA has grown to 56 hospitals
operating in 18 states. For more information on CAPNA, visit its website
at www.capna.biz.

About VCA Inc.

VCA is a leading animal healthcare company with operations in the United
States and Canada. Through VCA Animal Hospitals, VCA owns, operates and
manages the largest network of free-standing veterinary hospitals in the
United States and Canada, while its Antech Diagnostics, division
operates the preeminent network of veterinary exclusive clinical
laboratories in North America. VCA also supplies diagnostic imaging
equipment to the veterinary industry through its Sound™ division and
through Camp Bow Wow, franchises a premier provider of pet services
including dog day care, overnight boarding, grooming, and other
ancillary services at specially designed pet care facilities. For
further information on VCA and its various businesses, visit its website
at www.vca.com.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including the statements as to the expected growth and other benefits of
the acquisition, expected impact on non-GAAP adjusted diluted earnings
per share, anticipated tax benefits, the timeframe for closing the
acquisition, and whether the satisfaction of the closing conditions will
be met and the acquisition consummated. Actual results may vary
substantially as a result of a variety of factors. Among the important
factors that could cause actual results to differ are: the ability of
the companies to satisfy the conditions to the closing of the
transaction; the ability of the companies to consummate the transaction;
a material adverse change in the financial condition or operations of
either company; the ability to successfully integrate the two companies
and achieve expected operating synergies following the transaction; the
rate of VCA’s laboratory internal revenue growth and animal hospital
same-store revenue growth; the level of direct costs and the ability of
VCA to maintain revenue at a level necessary to maintain expected
operating margins; the level of selling, general and administrative
costs; the effects of VCA’s recent acquisitions and its ability to
effectively manage its growth and achieve operating synergies; any
disruption in VCA’s information technology systems or transportation
networks; the effects of competition; any impairment in the carrying
value of VCA’s goodwill; changes in prevailing interest rates; VCA’s
ability to service its debt; and general economic conditions. These and
other risk factors are discussed in the Company’s periodic reports filed
with the Securities and Exchange Commission, including the VCA’s Report
on Form 10-K for the year ended December 31, 2015, and the reader is
directed to these statements for a further discussion of important
factors that could cause actual results to differ materially from those
in the forward-looking statements.

Contacts

For CAPNA:
Dennis Law, 801-631-5844
dlaw@capna.biz
or
For
VCA:
Tom Fuller, 310-571-6505
tom.fuller@vca.com