Nexvet Biopharma (Nasdaq:NVET) today announced the following;
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 convening of
Scheme Meeting
On April 13, 2017, Nexvet Biopharma plc, a
public limited company incorporated in Ireland
("Nexvet" or the "Company") and
Zoetis Inc. (“Zoetis”), through 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 of 2014.
Nexvet announces that on June 1, 2017 the High
Court of Ireland made an order directing that the Scheme Meeting be
convened and notes that details in relation to the date, time and
place of the Scheme Meeting and related Extraordinary General
Meeting (the “EGM”) are as set out below.
The Scheme Meeting and the EGM will commence at
10.00 a.m. and 10.30 a.m. (or, if later, as soon thereafter as the
Scheme Meeting shall have been concluded or adjourned),
respectively, on July 10, 2017 at the offices of Matheson at 70 Sir
John Rogerson’s Quay, Dublin 2, Ireland. All references to
time in this announcement are to Irish time.
Nexvet expects to publish and mail to Nexvet
Shareholders, a proxy statement, which also constitutes a scheme
circular, relating to the Acquisition in the coming days.
Statements Required by the Irish Takeover
Rules
The Nexvet Directors accept responsibility for
the information contained in this announcement. 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
authorised 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 by any sale, issuance or transfer of
securities, in any jurisdiction in contravention of applicable
law. This document does not constitute a prospectus or a
prospectus 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 the Company, all “dealings” in any “relevant
securities” of the Company (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 announcement 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 the Company, 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 the
Company by Zoetis or Bidco or by any party acting in concert
with any of them, must also be disclosed by no later than
12p.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 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 be found on the Irish Takeover
Panel's website.
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 Panel on telephone number +353 1 678 9020 or fax number
+353 1 678 9289.
General
Certain capitalised 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
the Company 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 12 p.m. on the business day
following this announcement and throughout the course of the
Acquisition. Neither the contents of the Nexvet website nor the
contents of any other website accessible from hyperlinks are
incorporated into, or form part of, this announcement.
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
About Nexvet
(www.nexvet.com)
Nexvet is a clinical-stage biopharmaceutical
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
proprietary PETization™ platform is designed to rapidly design
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 build
upon the safety and efficacy data from clinically tested human
therapies, thereby reducing 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.
Forward looking statements
This press release contains forward looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Forward looking
statements consist of all statements other than statements of
historical fact, including statements regarding our future results
of operations and financial position, potential acquisition by
Zoetis, ability to access financing on acceptable terms or at all,
results of any current or future pivotal study, future expenditures
relating to our lead product candidates, time for completion of any
of our studies or facilities upgrades, ability to develop our
pipeline of product candidates, business strategy, prospective
products, ability to successfully manufacture our own product
candidates, ability to meet conditions for the receipt of
government grants, time for regulatory submissions or 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. These
statements relate to future events or to our future financial
performance and involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward
looking statements. The words “anticipate,” “assume,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “objective,” “plan,” “potential,” “predict,”
“project,” “position,” “seek,” “should,” “target,” “will,” “would,”
or the negative of these terms or other similar expressions are
intended to identify forward looking statements, although not all
forward looking statements contain these identifying words.
These forward looking statements are based on current expectations,
estimates, forecasts and projections about our business and the
industry in which we operate, and management’s beliefs and
assumptions are not guarantees of future performance or development
and involve known and unknown risks, uncertainties and other
factors.
Factors that could cause actual results to
differ materially from our expectations expressed in this report
include those summarized under Risk Factors in our reports on Forms
10-Q and 10-K and the other documents we file from time to time
with the Securities and Exchange Commission. Given these
risks and uncertainties, you should not place undue reliance on
these forward looking statements. Also, forward looking
statements represent management’s beliefs and assumptions only as
of the date of this press release. Except as required by law,
we do not intend, and undertake no obligation, to revise or update
these forward looking statements or to update the reasons actual
results could differ materially from those anticipated in these
forward looking statements, even if new information becomes
available in the future.
Further information:
Investors
Hershel Berry
Blueprint Life Science Group
+1 415-375-3340 Ext. 1
hberry@bplifescience.com
Company
Damian Lismore
CFO, Nexvet Biopharma plc
+61 417-351-272 (Aus.)
damian.lismore@nexvet.com
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