Virbac's Hidden Majority: Why Half the Capital Controls Two-Thirds of the Votes

Virbac has 8,390,660 shares and about 12.7 million votes. That is the kind of sentence you read twice. It is not a typo, it is not a data error from copying the wrong column, and it is not really a number that changes from month to month. It is the entire shape of the company, published every month in a document so routine that the headline on it — "declaration of shares and voting rights" — sounds like nothing happened.

The document is a French legal formality, the monthly count required of listed companies under Article 223-16 of the market regulator's general regulation. Once you read it the right way, it tells you who actually controls Virbac, and it tells every investor in the company what kind of investment they are really holding. The share count has sat at 8,390,660 all year. The gross voting-rights count sits just above 12.7 million — 12,707,056 at the end of April. Roughly 4.3 million of those shares carry two votes apiece.

Where the extra votes come from

Those double votes are French "loyalty shares." Under the 2014 Florange Act, a French listed company's registered shares held by the same owner for at least two years automatically get double voting rights, unless the shareholders explicitly vote to opt out of the default. The mechanism is simple: hold the shares in your own name, hold them for two years, get two votes instead of one. Disappear into a nominee account and trade in and out, and you get one.

The name gives away the intent. Florange loyalty shares exist to reward the long-term registered holder — which, in practice, means the founder's family, and to give the holder of any big long-term block an automatic edge over fast money. For a family-controlled French company, double voting is the difference between controlling half the capital and controlling the company.

That is what is happening at Virbac. The company was founded in 1968 by Pierre-Richard Dick, a veterinarian in Nice. The Dick family — today led by chairman Marie-Hélène Dick-Madelpuech — still holds a little over half the capital, around 50% of the shares. Those are exactly the shares that have been registered and held for generations. Give them two votes each, and a stake of about half the capital translates into roughly two-thirds of the votes. The holders don't own majority control by a lot; they own it by a comfortable margin that the loyalty-share mechanism hands them automatically.

The accounting in the monthly form shows the small print too. Virbac reports two vote totals: a "gross" figure and a "net" figure. The net number subtracts the roughly nine-thousand shares deprived of voting rights — the treasury shares the company holds itself. The rest is loyalty.

Why the vote count is the control

It is worth noticing how still these numbers are. Gross voting rights drifted down by only a few hundred votes across the spring — from 12,707,056 at the end of April to 12,706,458 at the end of June — while the share count did not move at all. A real float would churn. This one barely breathes, because the marginal holder of most of the capital does not trade and never will; the family's shares are wired into the structure. The near-immobility is the point. This is a statement of who controls the company, and control is designed not to move.

Everything downstream of that fact matters for the outside investor. First, there is no practical hostile takeover of Virbac — you cannot buy a majority when the majority already sits in one family's registered account with double votes. Second, the capital-return policy runs on the family's clock. Virbac pays a dividend that yields about 0.45% — €1.45 a share — which tells you the company is far richer in its own cash than it is willing to distribute to strangers. When it does return capital, it does so in controlled buybacks; in late 2024 the board cancelled roughly 67,000 treasury shares. The ordinary shareholder is a spectator to how and when that happens.

Third, the float is thin. Of the 8.39 million shares, about 4.1 million are actually in the public's hands; the family holds the rest. A company with a real market capitalization around €2.7 billion but only half of that in free float, trading on one European exchange, is not something you can accumulate or exit in size without moving the price.

The business behind the machinery

None of this is a knock on the business. Virbac is a good animal-health company — the European answer to Zoetis and Idexx. It makes and markets veterinary medicines, about 60% of sales from companion animals (dogs, cats) and the rest from farm animals, across more than a hundred countries. In 2025 it grew revenue about 7.9% organically to €1.47 billion with an adjusted operating margin near 16%. It is profitable, low-debt, and growing on its own. At a market cap of roughly €2.7 billion against around €18 a share in trailing earnings, the stock trades in the high teens on P/E — a quality-growth premium, not a special situation bargain.

The point of the monthly declaration is not that August was a big month for animal-health revenue — it wasn't, and the filing says nothing about that. The point is what the document mechanically proves about the company's ownership. The founders' family owns about half the capital and controls about two-thirds of the votes, permanently, by force of French law's default loyalty shares. For an investor, that structure is the answer to three questions at once: why the company can't be bought out, why the dividend is a rounding error, and why the float is the way it is.

You can own a quality compounder run by an aligned family and be fine with that. What you cannot do is read Virbac's monthly vote count as a signal about the business, or hold out hope that the market for control will force a better payout. The 12.7 million votes are the control. They are not going anywhere, and that is precisely their purpose.