Exhibit 99.4
Exhibit 99.4
MARS
Incorporated
Mars, Incorporated is a private, family-owned business with more than a century
of history and some of the best-loved brands in the world including M&M’S®,
PEDIGREE®, DOUBLEMINT® and UNCLE BEN’S®.
A diverse, global business
Founded in 1911
Headquarters: McLean, VA
CEO: Grant Reid
9 billion-dollar brands
More than $33 billion in annual
sales
80,000 Associates in 78 countries
around the world
Recognized by nearly 25 national
workplace rankings across the
globe
Mars Petcare
Wrigley
Mars Drinks
Mars
Chocolate
Mars Food
Symbioscience
6
Business
Segments
QUALITY
RESPONSIBILITY
MUTUALITY
EFFICIENCY
The Five Principles FREEDOM
The Five Principles are the key to our culture,
and we strive to live by them each and every day
MARS
Incorporated
As a global leader in pet care, we are driven by our purpose to
create A Better World for Pets based on a belief that pets make
our lives better. We help make millions of pets’ lives better by
providing quality nutrition and healthcare, creating foods that
pets love and bringing them closer to their owners.
Founded: 1935
Headquarters: Brussels, Belgium
President: Poul Weihrauch
39 brands in our portfolio
40,000+ Associates
As a global leader in pet care, we are driven by our purpose to
create A Better World for Pets based on a belief that pets make
our lives better. We help make millions of pets’ lives better by
providing quality nutrition and healthcare, creating foods that
pets love and bringing them closer to their owners.
50 countries with operations
Largest Mars business segment
by sales (followed by Wrigley
and Chocolate, which combined
make up 90% of sales)
Portfolio of Veterinary Services businesses include:
900 veterinary clinics across the U.S.
and Puerto Rico committed to high
quality veterinary medicine
National provider of specialty and
emergency veterinary care providing
comprehensive medical care to pets
Wide suite of business management
support services for owned
neighborhood veterinary hospitals
4 Billion-Dollar Pet Care Brands 3 of the Top 5 Global Pet Care Brands
PEDIGREE®, WHISKAS®, ROYAL CANIN®
and BANFIELD®
Specialty Brands
Spanning fishcare, horsecare and
PEDIGREE®, ROYAL CANIN®, WHISKAS® pet services industries
Our work is underpinned with a scientific approach that helps ensure our commitment to pets and their wellbeing is based on evidence
as well as emotion. We are excited about our investment in technology and the opportunity it brings in a new era of pet care.
World-leading scientific authority
on pet nutrition and wellbeing
with over 50 years in operation
Global research centers
developing new ideas and
formulas
Develops proprietary
diagnostic DNA tests to
improve treatment and
care of pets
GPS location and activity
tracking for pets
MARS
Incorporated
Forward Looking Statements
This document contains forward-looking statements within the meaning of the securities laws with respect to the proposed transaction
between the Company, Mars and certain subsidiaries of Mars. We have included herein statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements
in this document using words like “believe,” “intend,” “expect,” “estimate,” “may,” “plan,” “should,” “could,” “forecast,” “looking
ahead,” “possible,” “will,” “project,” “contemplate,” “anticipate,” “predict,” “potential,” “continue,” or similar expressions. You may
find some of these statements below and elsewhere in this document. These forward-looking statements are not historical facts and are
inherently uncertain and outside of our control. Any or all of our forward-looking statements in this document may turn out to be
incorrect. They can be affected by inaccurate assumptions we might make, or by known or unknown risks and uncertainties. Many factors
mentioned in our discussion in this document will be important in determining future results. Consequently, no forward-looking statement
can be guaranteed. Actual future results may vary materially. Many factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i) the risk that the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the
Company; (ii) the failure to satisfy or obtain waivers of the conditions to the consummation of the proposed transaction, including the
adoption of the merger agreement by the stockholders of the Company and the receipt of certain governmental and regulatory approvals;
(iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (iv) the
effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and
business generally; (v) risks that the proposed transaction disrupts current plans and operations of the Company, including the risk of
adverse reactions or changes to business relationships with customers, suppliers and other business partners of the Company; (vi)
potential difficulties in the hiring or retention of employees of the Company as a result of the proposed transaction; (vii) risks related to
diverting management’s attention from the Company’s ongoing business operations; (viii) potential litigation relating to the merger
agreement or the proposed transaction; (ix) unexpected costs, charges or expenses resulting from the proposed transaction, (x)
competitive responses to the proposed transaction; and (xi) legislative, regulatory and economic developments.
The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect the Company’s financial and operating
results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in the Company’s most recent Annual Report on Form10-K for the year ended December 31, 2015 filed with
the Securities and Exchange Commission (the “SEC”) on February 26, 2016, and the Company’s more recent reports filed with the SEC.
The Company can give no assurance that the conditions to the proposed transaction will be satisfied, or that it will close within the
anticipated time period. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which statements were made. Except as required by applicable law, the Company undertakes no
obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of
new information, future events or otherwise.
Additional Information and Where to Find It
This document is being made in respect of the proposed transaction between the Company, Mars and certain subsidiaries of Mars. In
connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary proxy statement
on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. The
Company also plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN THEIR ENTIRETY
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED
TRANSACTION. When completed, a definitive proxy statement and form of proxy will be mailed to the stockholders of the Company. The
definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction
(when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s
website (http://www.sec.gov) or through the investor relations section of the Company’s website (http://investor.vca.com).
Participants in Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The
Company and its directors, executive officers and certain employees may be deemed to be participants in the solicitations of proxies from
the Company’s stockholders with respect to the meeting of stockholders that will be held to consider the proposed transaction.
Information about the persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the
Company in connection with the proposed transaction, is set forth in the proxy statement for the Company’s 2016 Annual Meeting of
Stockholders filed with the SEC on March 4, 2016. Stockholders may obtain additional information regarding the direct and indirect
interests of any such persons who may, under the SEC rules, be considered to be participants in the solicitation of stockholders of the
Company in connection with the proposed transaction, including the interests of the Company’s directors and executive officers in the
proposed transaction, which may be different than those of the stockholders of the Company generally, by reading the proxy statement
and other relevant documents regarding the proposed transaction when they become available, which the Company will file with the SEC.
Copies of these documents (when they become available) may be obtained free of charge as described in the preceding paragraph.
