Introductory Note

As previously announced, on March 31, 2023, Heska Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Antech Diagnostics, Inc., a California corporation (“Acquiror”), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation (“Parent”). On June 13, 2023 (the “Closing Date”), pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Acquiror.

The foregoing descriptions of the Merger and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on April 3, 2023 and are incorporated by reference herein.

Item 1.01. Entry into a Material Definitive Agreement.

On the Closing Date, the Company and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank National Association, as Trustee (the “Trustee”), entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture dated as of September 17, 2019 (as amended and supplemented, the “Indenture”), between the Company and the Trustee. The Supplemental Indenture provides that, from and after the effective time of the Merger, the “unit of Reference Property” (as defined in the Indenture) shall mean $120.00 per share in cash, without interest.

The foregoing descriptions of the Supplemental Indenture and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the Introductory Note above of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.04.

The consummation of the Merger constituted both a Fundamental Change and a Make-Whole Fundamental Change (each, as defined in the Indenture). Accordingly, as required by the Indenture, the Company intends to notify holders of the 3.750% Convertible Senior Notes due 2026 (the “Notes”) and the Trustee as promptly as practicable following the Closing Date.  Thereafter, each holder of the Notes will have a right to convert such holder’s Notes in the manner set forth in the Indenture. In lieu of receiving shares of public common stock, par value $0.01 per share, of the Company, holders of the Notes will be entitled to receive an amount equal to (i) $120.00 multiplied by the sum of (A) the Conversion Rate (as defined in the Indenture) plus (B) a number of Additional Shares (as defined in the Indenture).

As a result of the closing of the Merger (which constituted a Fundamental Change), each holder of the Notes has the right, at such holder’s option, to require the Company to repurchase for cash all or a portion of such holder’s Notes, on a date (the “Fundamental Change Repurchase Date”) to be specified by the Company at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date, in accordance with the terms and conditions of the Indenture (the “Convertible Notes Repurchase Right”).

The foregoing descriptions of the Indenture and the Convertible Notes Repurchase Right and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full texts of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto, and the Indenture, which is included as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by the Company on September 17, 2019. The Supplemental Indenture and the Indenture are incorporated by reference herein.