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
ZOETIS INC.
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.
General
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.
Zoetis
Media:
Bill Price, 1-973-443-2742
[email protected]
or
Elinore White, 1-973-443-2835
[email protected]
or
Investors:
Steve Frank, 1-973-822-7141
[email protected]