Proposed Nexvet Transaction Disclaimer
DISCLAIMER NOTICE – IMPORTANT
Recommended Cash Offer for Nexvet Biopharma plc (“Nexvet”) by Zoetis Inc. (“Zoetis”) through its wholly owned subsidiary, Zoetis Belgium S.A. (“Zoetis Bidco”) (the “Acquisition”) by means of a scheme of arrangement under Irish law (the “Scheme”). This section of Zoetis’ website is designated for the publication of documents and information in connection with the Acquisition.
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS, COMMUNICATIONS AND INFORMATION (TOGETHER THE 'INFORMATION') RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT 1997, TAKEOVER RULES, 2013 (THE 'IRISH TAKEOVER RULES'). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
BASIS OF ACCESS TO INFORMATION
Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view this part of the website and, depending on where you live, it may affect your rights. This notice and the Information may be amended or updated by Zoetis and/or Zoetis Bidco from time to time and it should be read carefully in full each time you wish to view the website. In addition, the content of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Zoetis and/or Zoetis Bidco.
For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view details relating to the Acquisition, you have to read the following and then press “I agree”. If you are unable to agree you should press “I disagree” and you will not be able to view any such details.
The Information is not intended to, and does not, constitute or form any part of an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell or subscribe for or exchange any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations. Any person seeking access to this part of Zoetis’ website represents and warrants to Zoetis and Zoetis Bidco that they are doing so for information purposes only.
The Information speaks only at the date of the relevant document, announcement or communication and Zoetis and Zoetis Bidco have, and accept, no, and expressly disclaim any, responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). Zoetis and Zoetis Bidco do not have, and do not accept, any responsibility or duty to update the Information and reserves the right to add to, remove or amend any Information reproduced on this website at any time.
The full terms and conditions of the Acquisition are set out in the formal scheme documentation (the “Scheme Document”). In considering the Acquisition, Nexvet shareholders should rely only on the information contained and procedures described in the Scheme Document.
The Information is not for release, publication or distribution, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so. The availability of such Information (and any related offer) to shareholders who are resident in, or citizens or national of jurisdictions where it would be unlawful to do so, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions.
Nothing on, or which can be downloaded from, the website constitutes, or shall be deemed to constitute or form any part of, an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations.
The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may constitute a breach of any applicable laws or regulations. Persons receiving the Information (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to observe such restrictions and / or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the entities involved in the Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so or by use of mail or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so. The Acquisition will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.
If you are not permitted to view or download the Information on the website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this webpage by clicking on the "I disagree" box below.
By clicking on the "I agree" box below, you certify that you will not forward, transmit, share or show the Information to any person. In particular, you certify that you will not forward, transmit, share or show the Information to any jurisdiction where it would be unlawful to do so. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
IMPORTANT ADDITIONAL INFORMATION
Nexvet has filed the Scheme Document, which will also constitute the proxy statement of Nexvet (the “Proxy Statement”), with the Securities and Exchange Commission (“SEC”) and we understand that Nexvet intends to mail a copy to Nexvet Shareholders in advance of the Scheme Meeting and the EGM and in connection with the Acquisition and the Scheme. NEXVET SHAREHOLDERS ARE URGED TO READ THE SCHEME DOCUMENT/PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXVET, THE ACQUISITION, THE SCHEME AND RELATED MATTERS. Nexvet Shareholders will be able to obtain free copies of the Scheme Document/Proxy Statement and other documents filed with or furnished to the SEC by Nexvet through the website maintained by the SEC at www.sec.gov. In addition, Nexvet Shareholders will be able to obtain free copies of the Scheme Document/Proxy Statement from Nexvet by visiting www.Nexvet.com.
FORWARD LOOKING STATEMENTS
Statements on this website that are not historical facts are forward-looking statements, including, but not limited to, statements about the expectations, assumptions, beliefs, plans, intentions or strategies of Nexvet, Zoetis, Zoetis Bidco or their respective boards of directors, as the case may be, regarding the future, including, but not limited to, statements about the Acquisition described herein, benefits and synergies of the Acquisition, projections of revenues, gross booking, expenses, income or loss, adjusted EBITDA or adjusted EBITDA margin, earnings or loss per share, cash flow or other financial items, future opportunities, anticipated business levels, future financial or operating performance, planned activities and objectives, including those related to product releases, anticipated growth, market opportunities, strategies, competition and other expectations, targets for future periods, and assumptions underlying such statements.
These forward-looking statements may often be identified by the use of words such as "will", "may", "could", "should", "would", "to be", "might", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "future", "positioned", "potential", "intend", "continue", "remain", "scheduled", "outlook", "set to", "subject to", "upcoming", "target" and variations of these words or similar expressions.
Factors that could cause or contribute to such differences include, but are not limited to: uncertainties as to the timing of the Acquisition; uncertainties as to whether Zoetis or Zoetis Bidco will be able to consummate the Acquisition; uncertainties as to whether Nexvet Shareholders will provide the requisite approvals for the Acquisition on a timely basis or at all; the possibility that competing offers will be made; the possibility that certain conditions to the consummation of the Acquisition will not be satisfied, including without limitation obtaining the requisite approval of the Scheme; the possibility that shareholders will file lawsuits challenging the Acquisition, including actions seeking to rescind the Scheme or enjoin the consummation of the Acquisition; the ability to meet expectations regarding the accounting and tax treatments of the Acquisition; changes in relevant tax and other laws or regulations; the integration of Nexvet being more difficult, time-consuming or costly than expected; the diversion of Zoetis and/or Zoetis Bidco and/or Nexvet management time and attention to issues relating to the Acquisition and integration; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the Acquisition; the difficulty retaining certain key employees of Nexvet and Zoetis and Zoetis Bidco following the Acquisition; the scope, timing and outcome of any ongoing legal proceedings involving Zoetis, Zoetis Bidco or Nexvet and the impact of any such proceedings on financial condition, results of operations and/or cash flows of Zoetis, Zoetis Bidco or Nexvet; the possibility that costs, fees, expenses or charges Zoetis, Zoetis Bidco and/or Nexvet incur in connection with the Acquisition are greater than expected; the possibility that the Scheme may be terminated in circumstances that require Nexvet to reimburse certain expenses to Zoetis; the ability of Zoetis, Zoetis Bidco or Nexvet to protect intellectual property and preserve intellectual property rights; and changes in the economic and financial conditions of the businesses of Zoetis, Zoetis Bidco or Nexvet.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to Zoetis’ and Nexvet’s overall businesses, including those identified in "Risk Factors" included in Item 1A of Zoetis’ most recent annual report on Form 10-K or in Item 1A of Nexvet’s most recent annual report on Form 10-K.
Any forward-looking statements in the website are based upon information available to Zoetis, Zoetis Bidco, Nexvet and/or their respective boards of directors, as the case may be, as of the date thereof and, while believed to be true when made, may ultimately prove to be incorrect. Subject to any obligations under applicable law, rules and regulations, none of Zoetis, Zoetis Bidco, Nexvet or any member of their respective boards of directors undertakes any obligation to update any forward-looking statement whether as a result of new information, future developments or otherwise, or to conform any forward-looking statement to actual results, future events, or to changes in expectations. All subsequent written and oral forward-looking statements attributable to Zoetis, Zoetis Bidco, Nexvet, their respective boards of directors or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Zoetis and Zoetis Bidco expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this website, any updates or revisions to any statements in such documents or announcements in relation to the Acquisition to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE
Nexvet Shareholders should seek advice from an appropriately authorised independent financial adviser as to the suitability of any action concerned. Any action required by a shareholder in connection with the Acquisition will only be set out in documents sent to or made available to Nexvet Shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
By clicking on "I agree" below, you confirm and agree certain matters including that you:
- have read, understood and agreed to be bound by the terms of the notice set out above and that you are not in, or a resident, national or citizen of, any jurisdiction where to download or view the Information would constitute a breach of securities law or regulation in that jurisdiction;
- confirm and agree that you are permitted to access and proceed into this website;
- confirm and agree that you will not forward, transmit, share, show or distribute (by any means including by electronic transmission) the Information to any person. In particular, you certify that you will not forward or transmit the Information or other information on this website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. Failure to comply with any such restrictions may constitute a violation of the laws and / or regulations of any such jurisdiction;
- represent and warrant to Zoetis and Zoetis Bidco that you intend to access this website for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
- confirm that you are permitted to proceed to this website.
If you are not permitted to view or download the Information on this website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please DO NOT ENTER THIS WEBSITE AND DO NOT VIEW THE INFORMATION by clicking on the "I disagree" box below and seek independent advice. Neither Zoetis nor Zoetis Bidco nor their respective advisers assumes, and each expressly disclaims, any responsibility for any violation by any person of any of these restrictions.
If you click "I disagree" below, we will be unable to provide you with access to the Information and you will be redirected to Zoetis’ investor homepage.