Zoetis Inc. Announcement Relating to Dispatch of Rule 15 Letter
Public Company Information:
PARSIPPANY, N.J.--(BUSINESS WIRE)--
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
June 16, 2017
Recommended Acquisition for Cash by
ZOETIS BELGIUM S.A.
A WHOLLY-OWNED INDIRECT SUBSIDIARY OF
NEXVET BIOPHARMA PUBLIC LIMITED COMPANY
to be implemented by means of a scheme of arrangement
under Chapter 1 of Part 9 of the Irish Companies Act 2014
Announcement relating to dispatch of Rule 15 Letter
On April 13, 2017, Nexvet Biopharma plc, a public limited company incorporated in Ireland ("Nexvet" or the "Company"), Zoetis Inc. (“Zoetis”) and its wholly-owned indirect subsidiary Zoetis Belgium S.A. (“Bidco”) announced that they had reached agreement on the terms of a recommended acquisition of Nexvet by Zoetis, through Bidco, whereby Bidco will acquire all of the issued and to be issued ordinary shares of the Company (the "Acquisition"). As outlined in that announcement, the Acquisition is to be implemented by means of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014.
Nexvet, Zoetis and Bidco announced today that in relation to the Acquisition they have jointly dispatched a letter to the holders of convertible securities of Nexvet in accordance with Rule 15 of the Irish Takeover Rules to provide information regarding how the Acquisition will affect such securities (the “Rule 15 Letter”).
The Rule 15 Letter is being made available for inspection on www.nexvet.com and on http://investor.zoetis.com/ in accordance with Rule 26 of the Irish Takeover Rules. For the avoidance of doubt, the content of such websites is not incorporated into, and does not form part of, this announcement.
Cautionary Statement Regarding Forward-Looking Statements
This announcement may contain forward-looking statements. All statements other than historical facts are forward-looking statements, including statements regarding anticipated future results, or other non-historical facts. They may be identified by the words “will”, “may”, “could”, “would”, “to be”, “might”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “future”, “positioned”, “potential”, “intend”, “continue”, “remain”, “scheduled”, “outlook”, “set to”, “subject to”, “upcoming”, “target” or similar expressions. These statements are based on current views, expectations, estimates and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. If one or more of these risks or uncertainties materialise, or if underlying views, expectations, estimates or assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement.
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 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 obtaining the requisite approvals of the Scheme; uncertainties regarding pending or future litigation challenging the Acquisition, which may seek to rescind the Scheme or enjoin the consummation of the Acquisition; the ability to meet expectation 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 Nexvet, Zoetis or Bidco 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 scope, timing and outcome of any ongoing legal proceedings involving Nexvet, Zoetis or Bidco and the impact of any such proceedings on its financial condition, results of operations or cash flows; the possibility that costs, fees, expenses or charges Nexvet, Zoetis or Bidco 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 of Zoetis or Bidco; the ability of Nexvet, Zoetis or Bidco to protect intellectual property and preserve intellectual property rights; and changes in the economic and financial conditions of the business of Zoetis or Nexvet.
In addition, actual future results and other future circumstances of Nexvet are subject to other risks and uncertainties that relate more broadly to Nexvet’s business, including its future results of operations and financial position; ability to continue as a going concern; its ability to execute its business strategy, including obtaining successful pivotal study results, developing its pipeline of product candidates, completing facilities upgrades, manufacturing its own product candidates, meeting conditions for the receipt of government grants, making timely regulatory submissions, and qualifying for conditional licensure or obtaining product approvals; and those risks and uncertainties discussed in Nexvet’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents on file with the SEC.
Furthermore, actual future results and other future circumstances of Zoetis or Bidco are subject to other risks and uncertainties that relate more broadly to Zoetis’ business. A further list and description of risks, uncertainties and other matters can be found in Zoetis’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016, including the sections thereof captioned “Forward-Looking Statements and Factors That May Affect Future Results” and “Item 1A. Risk Factors”, in Zoetis’ Quarterly Reports on Form 10-Q and in Zoetis’ current Reports on Form 8-K.
There may be additional risks that Nexvet, Zoetis and Bidco do not presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date on which they are made. Nexvet, Zoetis and Bidco expressly disclaim any obligation to update or revise any forward-looking statement, except as required by Law.
Important Additional Information about the Acquisition and Where to Find It
Nexvet, Zoetis and Bidco are parties to a Transaction Agreement, dated April 13, 2017 (the “Transaction Agreement”). In connection with the Acquisition on June 2, 2017, Nexvet filed the Definitive Proxy Statement with the SEC and on June 6, 2017, began mailing the Definitive Proxy Statement to Nexvet Shareholders. Nexvet may also file other documents with the SEC regarding the Acquisition. SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXVET, THE ACQUISITON AND RELATED MATTERS. Security holders may obtain free copies of the Definitive Proxy Statement (including the Scheme Document) and other documents filed by Nexvet with the SEC at www.sec.gov. In addition, investors and shareholders may obtain free copies of the Definitive Proxy Statement (including the Scheme Document) as well as other documents filed by Nexvet at www.nexvet.com.
Statements Required by the Irish Takeover Rules
The Zoetis and Bidco Directors accept responsibility for the information contained in this announcement relating to Zoetis and Bidco. To the best of the knowledge and belief of the Zoetis and Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Nexvet Directors accept responsibility for the information contained in this announcement relating to Nexvet. To the best of the knowledge and belief of the Nexvet Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Evercore Partners International LLP, which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, and Evercore Group L.L.C., which is a securities broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and subject to regulation by the SEC and the Financial Industry Regulatory Authority (“FINRA”) (together with Evercore Partners International LLP, “Evercore”), are acting as financial adviser for Nexvet, including for the purposes of Rule 3 of the Takeover Rules, and no one else in connection with the Acquisition and the other matters referred to in this announcement, and will not be responsible to anyone other than Nexvet for providing the protections afforded to clients of Evercore or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained therein or otherwise.
Cowen and Company, LLC (“Cowen”), which is a securities broker-dealer registered with the SEC and subject to regulation by the SEC and the FINRA, is acting as financial adviser for Nexvet and for no one else in connection with the Acquisition and the other matters referred to in this announcement, and will not be responsible to anyone other than Nexvet for providing the protections afforded to clients of Cowen or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
This announcement is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire or subscribe for any securities pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities, in any jurisdiction in contravention of applicable Law. This announcement does not constitute a prospectus or an equivalent document.
Rule 8 Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Nexvet, all “dealings” in any “relevant securities” of Nexvet (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by not later than 3:30 p.m. (Eastern Time) on the “business day” following the date of the relevant transaction. This requirement will continue until the date on which the Offer Period ends. If two or more persons cooperate on the basis of any agreement, either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” of Nexvet, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all “dealings” in “relevant securities” of Nexvet by Zoetis or Bidco or by any party acting in concert with any of them, must also be disclosed by no later than 12 p.m. (Eastern Time) on the “business day” following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, can be found on the Takeover Panel's website at www.irishtakeoverpanel.ie.
“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks above are defined in the Takeover Rules, which can be found on the Irish Takeover Panel's website www.irishtakeoverpanel.ie.
If you are in any doubt as to whether you are required to disclose a “dealing” under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.
Certain capitalized words used in this announcement and not herein defined have the meanings given to such words in the Rule 2.5 Announcement dated April 13, 2017 issued by Nexvet and Zoetis (the "Rule 2.5 Announcement"). The bases and sources set out in the Rule 2.5 Announcement have been used in this announcement, unless otherwise stated or the context otherwise requires.
A copy of this announcement will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on the Nexvet website at www.nexvet.com by no later than midday (ET/New York time) on the business day following this announcement and throughout the course of the Acquisition. Neither the contents of the Nexvet website, Zoetis website, nor the contents of any other website accessible from hyperlinks are incorporated into, or form part of, this announcement.