- Purchase price of US$6.72 per share, or approximately US$85 million in aggregate
- Acquisition to strengthen Zoetis’ pipeline in companion animal therapeutics for chronic pain, a global area estimated at US$400 million annually 1
Zoetis
Inc. (NYSE:ZTS) and Nexvet Biopharma plc (Nasdaq:NVET) today
announced an agreement in which Zoetis, through a wholly owned
subsidiary (“Zoetis Bidco”), will purchase Nexvet, an innovator in
monoclonal antibody therapies for companion animals, for a purchase
price of US$6.72 per share, representing an aggregate equity valuation
of approximately US$85 million. The acquisition will strengthen Zoetis’
pipeline of solutions for chronic pain management in dogs and cats,
which represents an area of high-need in companion animal health.
This per share consideration represents a 66% premium over Nexvet’s
closing price on April 12, 2017.
The board of directors of Nexvet has unanimously approved the
acquisition, which is being implemented by means of a scheme of
arrangement, a statutory procedure under Irish law. The acquisition is
subject to approval by Nexvet’s shareholders and the Irish High Court
and other customary conditions, and it is currently expected to be
completed during the second half of 2017.
Nexvet, founded in 2010 and headquartered in Tullamore, Ireland, is a
biologic therapeutics company with a pipeline of monoclonal antibody
(mAb) therapies being developed for companion animals in pain and other
therapeutic areas. The company has research and development operations
in Melbourne, Australia, a manufacturing facility in Tullamore, and a
U.S. office in San Francisco.
Acquisition Is a Strategic Fit
“This acquisition is a strategic fit that brings to Zoetis an R&D
organization that shares our commitment to industry-leading innovation,”
said Dr. Alejandro Bernal, Executive Vice President and Group President,
Strategy, Commercial and Business Development at Zoetis. “It will
strengthen our R&D pipeline in monoclonal antibodies and help sustain
our category leadership in chronic pain management for companion
animals, which is an area poised for innovation with new mAb therapies.
The transaction demonstrates how we continue to invest to drive
innovation and future growth.”
“We are certain that Zoetis, with its leadership in R&D, high quality
manufacturing, marketing excellence, global scale and strong customer
relationships, is the ideal company to guide our monoclonal antibody
candidates through development into commercialization,” said Dr. George
Gunn, Chairman of the Board of Nexvet. “We see the integration with
Zoetis as the logical next step to realize our ambition to bring
groundbreaking antibody therapeutics to market.”
A Promising Pipeline of First-In-Class Antibody Therapies for Pain
Therapies to treat chronic pain in companion animals represent a global
area valued at an estimated US$400 million a year1. Nexvet’s
pipeline product ranevetmab, a mAb targeting nerve-growth factor (NGF)
for treatment of chronic pain associated with osteoarthritis in dogs,
would, upon approval, be the companion animal industry’s first
monoclonal antibody therapy administered monthly by injection for
chronic pain. Ranevetmab would enable Zoetis to expand its portfolio of
solutions for chronic pain in dogs.
Nexvet is also developing frunevetmab, a monoclonal antibody targeting
NGF to treat chronic pain associated with osteoarthritis in cats. Feline
treatments for pain are limited, and frunevetmab could open up a new
opportunity in feline pain that is underserved today.
Zoetis has been a leader in the treatment of osteoarthritis pain and
inflammation in dogs for two decades with the company’s Rimadyl®
(carprofen), the first non-steroidal anti-inflammatory drug (NSAID)
product approved for use in dogs. Zoetis also developed and markets the
NSAID product Trocoxil (mavacoxib), a COX-2 inhibitor approved in the
European Union and other international markets to treat arthritis pain
and inflammation in dogs.
Zoetis has earned a reputation as a pioneer in bringing veterinarians
first-in-class antibody therapy solutions for areas of high unmet need
in animal health. The company’s mAb therapy Cytopoint™ was licensed in
the U.S. in December 2016 to control the clinical signs such as itching
associated with atopic dermatitis in dogs. Zoetis anticipates its
approval in the European Union this year.
“We recognize the significant achievements of the Nexvet R&D team,” said
Dr. Catherine Knupp, Executive Vice President and President, Research
and Development at Zoetis. “The research programs initiated by Nexvet
will be integrated into our operation to leverage the scale and
experience of Zoetis’ existing global R&D expertise.”
Terms of the Transaction
Under the terms of the proposed acquisition, Nexvet shareholders will
receive US$6.72 in cash per ordinary share. The cash consideration
payable by Zoetis under the terms of the proposed acquisition will be
funded by cash on hand. It is intended that the acquisition will be
implemented by means of a scheme of arrangement (“Scheme Document”)
under Chapter 1 of Part 9 of the Irish Companies Act 2014. It is
intended that the Scheme Document, which will form part of the Proxy
Statement filed by Nexvet with the United States Securities and Exchange
Commission (the “SEC”) containing the full terms and conditions of the
acquisition (including notices of the shareholder and scheme meetings),
and the balance of the Proxy Statement will be mailed as soon as
practicable after the date of this announcement to Nexvet shareholders,
and, for information only, to holders of Nexvet’s warrants, options and
restricted share units. The Nexvet Proxy Statement, including the Scheme
Document, will be made available by Nexvet at www.nexvet.com.
About Zoetis
Zoetis (NYSE: ZTS) is the leading animal health company, dedicated to
supporting its customers and their businesses. Building on more than 60
years of experience in animal health, Zoetis discovers, develops,
manufactures and markets veterinary vaccines and medicines, complemented
by diagnostic products, genetic tests, biodevices and a range of
services. Zoetis serves veterinarians, livestock producers and people
who raise and care for farm and companion animals with sales of its
products in more than 100 countries. In 2016, the company generated
annual revenue of US$4.9 billion with approximately 9,000 employees. For
more information, visit www.Zoetis.com.
About Nexvet (
www.nexvet.com
)
Nexvet is a veterinary biologic therapeutics company focused on
transforming the therapeutic market for companion animals, such as dogs
and cats, by developing and commercializing novel, species-specific
biologics. Nexvet’s PETization™ platform is designed to rapidly create
monoclonal antibodies (mAbs) that are recognized as “self” or “native”
by an animal’s immune system, a property Nexvet refers to as “100%
species-specificity.” Nexvet’s product candidates are designed to build
upon the safety and efficacy data from clinically tested human
therapies, which is intended to reduce clinical risk and development
cost.
Nexvet is leveraging diverse global expertise and incentives to build a
vertically integrated biopharmaceutical company, which conducts drug
discovery in Australia, conducts clinical development in the United
States and Europe and conducts manufacturing in Ireland.
1
Zoetis research on file, 2017
General
The announcement required under the Irish Takeover Rules (a Rule 2.5
announcement) has been made, dated April 13, 2017, and is available at www.zoetis.com
and www.nexvet.com.
This announcement should be read in conjunction with, and is subject to,
the full text of the Rule 2.5 announcement (including its appendices).
The acquisition is subject to the conditions set out in Schedule 1 to
the Rule 2.5 announcement and the further terms to be set out in the
Scheme Document. The sources and bases of information contained in this
announcement are set out in Schedule 2 of the Rule 2.5 announcement.
Certain definitions and expressions used in this announcement are set
out in Schedule 3 of the Rule 2.5 announcement. Finally, a copy of the
transaction agreement entered into between Nexvet, Zoetis and Zoetis
Bidco, which relates to, among other things, the implementation of the
acquisition, is set out in Schedule 4 of the Rule 2.5 announcement.
The release, publication or distribution of this announcement in or into
certain jurisdictions may be restricted by the laws of those
jurisdictions (“Restricted Jurisdiction”). Accordingly, copies of this
announcement and all other documents relating to the acquisition are not
being, and must not be, released, published, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the proposed
acquisition disclaim any responsibility or liability for the violations
of any such restrictions by any person.
Any response in relation to the acquisition should be made only on the
basis of the information contained in the Proxy Statement relating to
the acquisition, which will include the Scheme Document as required by
Irish law and other documents by which the acquisition and the Scheme
are made. Nexvet shareholders are advised to read carefully the formal
documentation in relation to the proposed transaction once the Proxy
Statement has been dispatched.
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.
Participants in the Solicitation
Nexvet and its directors and executive officers and employees may be
considered participants in the solicitation of proxies from the
shareholders of Nexvet with respect to the transactions contemplated by
the Scheme Document/Proxy Statement. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of Nexvet in connection with the
proposed transactions, including a description of their direct or
indirect interests, by security holdings or otherwise, will be set forth
in the Proxy Statement when it is filed with the SEC. Information
regarding Nexvet’s directors and executive officers is contained in
Nexvet’s Annual Report on Form 10-K for the fiscal year ended June 30,
2016 which is filed with the SEC. Information concerning the interests
of Nexvet’s participants in the solicitation, which may, in some cases,
be different than those of Nexvet’s shareholders generally will be set
forth in the Proxy Statement relating to the transaction when it becomes
available.
No Offer or Solicitation
This announcement is for information purposes only and is not intended
to and does not constitute 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 acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The acquisition will be
made solely by means of the Scheme Document (or, if applicable, the
Takeover Offer Document), which will contain the full terms and
conditions of the acquisition, including details of how to vote with
respect to the acquisition. Any decision in respect of, or other
response to, the acquisition, should be made only on the basis of the
information contained in the Scheme Document (of, if applicable, the
Takeover Offer Document). No offer of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the
United States Securities Act of 1933.
DISCLOSURE NOTICES
Forward-Looking Statements:
Zoetis and Zoetis Bidco: This press release contains forward-looking
statements, which reflect the current views of Zoetis and Zoetis Bidco
and with respect to business plans or prospects, expectations regarding
products, and other future events. Forward-looking statements are
subject to risks and uncertainties. If one or more of these risks or
uncertainties materialize, or if management's underlying assumptions
prove to be incorrect, actual results may differ materially from those
contemplated by a forward-looking statement. Forward-looking statements
speak only as of the date on which they are made. Each of Zoetis and
Zoetis Bidco expressly disclaim any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. With respect to Zoetis and Zoetis Bidco, 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 in 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. These filings and subsequent
filings are available online at
www.sec.gov
,
www.zoetis.com
,
or on request from Zoetis.
Nexvet: This press release contains forward-looking statements
including those regarding its future results of operations and financial
position, ability to access financing on acceptable terms or at all,
results of any current or future pivotal study, future expenditures
relating to lead product candidates, time for completion of any of
studies or facilities upgrades, ability to develop its pipeline of
product candidates, business strategy, prospective products, ability to
successfully manufacture its own product candidates, ability to meet
conditions for the receipt of government grants, time for regulatory
submissions, ability to qualify for conditional licensure or obtain
product approvals, research and development costs, timing and likelihood
of success, plans and objectives of management for future operations,
and future results of current and anticipated products. They also
reflect uncertainties as to whether the Company’s shareholders will
approve the acquisition, the possibility that competing offers may be
made, or other factors that could cause the acquisition not to occur.
These statements are not guarantees of future performance or actions.
Forward-looking statements are subject to risks and uncertainties. If
one or more of these risks or uncertainties materialize, or if
management's underlying assumptions prove to be incorrect, actual
results may differ materially from those contemplated by a
forward-looking statement. Forward-looking statements speak only as of
the date on which they are made. Nexvet expressly disclaims any
obligation to update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise. Additional
information regarding factors that could cause actual results to differ
materially from our expectations expressed in this release include those
summarized under Risk Factors in its reports on Forms 10-Q and 10-K and
the other documents filed from time to time with the SEC.
Statement Required by the Irish Takeover Rules (as defined below)
The directors of Zoetis and the directors of Zoetis Bidco accept
responsibility for the information contained in this announcement other
than information relating to Nexvet, and the directors of Nexvet and
members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the
directors of Zoetis and the directors of Zoetis Bidco (who have taken
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 directors of Nexvet accept responsibility for the information
contained in this announcement relating to Nexvet and the directors of
Nexvet and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and belief of
the directors of Nexvet (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 (“Evercore”), which is authorized
and regulated in the United Kingdom by the Financial Conduct Authority,
is acting as Financial Adviser exclusively for Nexvet and no one else in
connection with the acquisition and the other matters referred to in
this announcement, and will not regard any other person as its client in
relation to 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, nor for
providing advice in relation to the acquisition or the 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, in tort, under statute or otherwise) to any person who is not
a client of Evercore in connection with this announcement, any statement
contained herein or otherwise.
Cowen and Company, LLC, which is a securities broker-dealer registered
with the SEC and subject to regulation by the SEC and the Financial
Industry Regulatory Authority, 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
and the other matters referred to in this announcement.
Goldman Sachs, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
financial adviser exclusively for Zoetis and Zoetis Bidco and no one
else in connection with the acquisition and the other matters referred
to in this announcement, and will not regard any other person as its
client in relation to the acquisition and the other matters referred to
in this announcement and will not be responsible to anyone other than
Zoetis and Zoetis Bidco for providing the protections afforded to
clients of Goldman Sachs, nor for providing advice in relation to the
acquisition or the other matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2013 (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 pm (New
York 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 co-operate 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 Irish
Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all
‘dealings’ in ‘relevant securities’ of Nexvet by Zoetis or Zoetis Bidco
or by any party acting in concert with Zoetis must also be disclosed by
no later than 12 noon (New York 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 Irish
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 are defined in the Irish Takeover Rules, which
can also be found on the Irish Takeover Panel’s website. If you are in
any doubt as to whether or not 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.
No Profit Forecast / Asset Valuation
No statement in this announcement is intended to constitute a profit
forecast for any period, nor should any statements be interpreted to
mean that earnings, earnings per share, losses or losses per share will
necessarily be greater or lesser than those for the relevant preceding
financial periods for any of Nexvet or Zoetis or Zoetis Bidco as
appropriate. No statement in this announcement constitutes an asset
valuation.
Zoetis Media:
Elinore White, 1-973-443-2835 (o)
elinore.y.white@zoetis.com
or
Bill Price, 1-973-443-2742 (o)
william.price@zoetis.com
or
Zoetis Investors:
Steve Frank, 1-973-822-7141 (o)
steve.frank@zoetis.com
or
Nexvet Investors:
Candice Knoll, 1-415-375-3340 ext. 4
or
Nexvet Media:
Mark Heffernan, +1-415-602-5587