Patterson Companies Merger: What Going Private with Patient Square Capital Means (PDCO Acquisition)

Adam Mitchell
Apr 10
4 min read

It’s official. Patterson Companies, Inc. (NASDAQ: PDCO), known for its broad reach in the dental and animal health markets across North America and the UK, is set to go private after a majority of shareholders approved its acquisition by Patient Square Capital, a healthcare-focused investment firm.

This high-profile $31.35-per-share, all-cash transaction signals a significant shift for the company and its future strategy. From shareholder impacts to the company's long-term growth trajectory, there's a lot to unpack. Let’s break it all down.

*Update - PDCO to be delisted from trading after the close of the extended hours session on April 16th

The Merger in a Nutshell

Here’s the big picture: On December 10, 2024, Patterson signed an agreement to be acquired by funds affiliated with Patient Square Capital. The deal valued each share at $31.35 in cash, reflecting a 49 percent premium over the stock's 30-day average price prior to the deal announcement.

The transaction was approved during a special shareholders meeting held on April 1, 2025. Once closed, Patterson will cease trading on the NASDAQ and operate as a privately held company under the ownership of Patient Square Capital.

Key Deal Terms:

Buyer: Patient Square Capital via Paradigm Parent LLC and Paradigm Merger Sub, Inc.
Purchase Price: $31.35 per share in cash
Transaction Value: Approximately $1.6 billion
Status: Approved by shareholders; pending standard closing conditions

Why Patterson Is Going Private

According to Patterson CEO Don Zurbay, this merger isn’t just about financial gain. It’s about flexibility and long-term strategic growth. In a statement, Zurbay expressed confidence that going private would allow Patterson to better serve customers, accelerate innovation, and achieve operational goals without the pressures of quarterly public earnings.

This sentiment was echoed by the Board of Directors, which unanimously recommended the deal as being in the best interest of shareholders and the company’s future.

What Shareholders Should Know

If you're a shareholder, here’s what this means for you:

Payout: You’ll receive $31.35 in cash for each share you own.
Premium Value: That’s around 48 percent higher than the stock price before the merger was announced.
No Future Stock: Once the deal is finalized, your stock will be redeemed, and you’ll no longer hold shares in the company.
Dissenters' Rights: Shareholders who did not vote in favor may be entitled to a court-determined "fair value" of their shares, in line with Minnesota law (Sections 302A.471 and 302A.473 of the MBCA).

A Closer Look at Patient Square Capital

Patient Square isn’t your run-of-the-mill private equity shop. With over $12 billion in assets under management, the firm focuses exclusively on healthcare. They aim to back companies that are innovating in ways that improve lives and health outcomes.

By acquiring Patterson, Patient Square is placing a strategic bet on the continued growth of the dental and animal health markets—two sectors that have shown resilience and steady expansion in recent years.

What This Means for Patterson Employees and Customers

From an operational standpoint, this deal is being positioned as a growth catalyst, not a shake-up.

Employees: While no layoffs or structural changes have been announced, going private typically means more flexibility in how a company invests in talent and innovation.
Customers: Patterson has reiterated its commitment to customer service and product innovation. The merger could enable new investments in logistics, digital services, and customer support.

Strategic Priorities Post-Merger

Going private frees Patterson from the demands of public markets and allows it to focus on long-term goals. Here’s what to watch:

Technology Investment: Expect enhancements to Patterson’s digital tools and e-commerce capabilities.
Market Expansion: With Patient Square’s backing, Patterson might aim to deepen its presence in North America and the UK, or even eye international expansion.
Acquisitions: The company could now pursue strategic tuck-in acquisitions without the scrutiny of public investors.

Industry Impact: A Signal of What's to Come?

This deal reflects a larger trend in the healthcare and veterinary sectors: consolidation and privatization. Companies like Patterson are attractive to private equity due to their steady cash flow and essential service offerings.

Moreover, it highlights investor confidence in the long-term growth of dental and veterinary markets, particularly in a post-pandemic era where healthcare innovation is accelerating across the board.

Wrapping It Up

This merger marks a pivotal moment for Patterson Companies. For shareholders, it offers a generous premium and cash payout. For the company itself, it opens the door to flexible, growth-oriented strategies that weren’t always feasible in the public market.

The healthcare and animal supply sectors are evolving, and Patterson is positioning itself for a new chapter—with more autonomy, deeper investment capacity, and a strong partner in Patient Square Capital.

Whether you’re a shareholder, customer, or industry observer, this is a development worth keeping on your radar.

FAQs

Will Patterson stock be delisted?

Yes. Once the merger is complete, PDCO shares will be removed from NASDAQ and Patterson will become privately held.

When will the deal close?

The transaction is expected to close later in April 2025, pending regulatory approvals and closing conditions.

Is the payout taxable?

Generally, yes. The cash payout may be subject to capital gains taxes. It’s best to consult a tax advisor for specifics.

What if I disagree with the merger?

You may exercise dissenters’ rights under Minnesota law to potentially receive a court-determined fair value for your shares.

Will the leadership team change?

o far, no major leadership changes have been announced. CEO Don Zurbay has expressed excitement about continuing with Patient Square’s support.

Financial Disclaimer: This article is for informational purposes only and does not constitute financial, investment, or legal advice. Readers are encouraged to conduct their own research or consult a qualified financial advisor before making investment decisions.

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