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 PLC
to be implemented by means of a scheme of
arrangement underChapter 1 of Part 9 of the Irish Companies Act
2014
Announcement relating to the outcome of
the Court Sanction Hearing
Nexvet Biopharma plc ("Nexvet"
or the "Company") today announces that the High
Court of Ireland has approved the acquisition of Nexvet by Zoetis
Inc. ("Zoetis”) through its wholly-owned indirect
subsidiary, Zoetis Belgium S.A. ("Bidco"), by
means of a scheme of arrangement under Chapter 1 of Part 9 of the
Companies Act 2014 (the "Scheme").
The court sanction hearing in relation to the
Scheme (the “Court Sanction Hearing”) was held
earlier today at which the High Court of Ireland sanctioned the
Scheme pursuant to Sections 449 to 455 of the Companies Act 2014
and confirmed the related reduction of capital.
Completion of the Acquisition remains subject to
the following condition which is set out in the definitive proxy
statement dated 2 June 2017 despatched to Nexvet shareholders (the
"Definitive Proxy Statement"), namely delivery to
and the associated registration by the Registrar of Companies in
Ireland of (i) office copies of the order of the High Court of
Ireland sanctioning the Scheme and confirming the reduction of
capital; and (ii) the minute required by Section 86 of the
Companies Act 2014 in respect of the reduction of capital, which is
expected to occur on 31 July 2017.
Accordingly, the Scheme is expected to take
effect on 31 July 2017.
In connection with the completion of the
Acquisition, Nexvet intends to request that the NASDAQ (i) suspend
the trading of Nexvet's ordinary shares on the NASDAQ before the
market opens on the effective date of the Scheme, and (ii) file
with the U.S. Securities and Exchange Commission a notification of
removal from listing on Form 25 to delist Nexvet’s ordinary
shares.
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
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; the
possibility that competing offers will be made; the possibility
that certain conditions to the consummation of the Acquisition will
not be satisfied; uncertainties as to the impact of any lawsuits
filed by Nexvet shareholders challenging the Acquisition, including
actions seeking 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;
its 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 31 December 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.
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 is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
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.
Important Additional Information about
the Acquisition and Where to Find It
Nexvet, Zoetis and Bidco are parties to a
transaction agreement dated 13 April 2017 (the “Transaction
Agreement”). In connection with the Acquisition, on
2 June 2017, Nexvet filed the Definitive Proxy Statement with the
SEC and on 6 June 2017, began mailing the Definitive Proxy
Statement to Nexvet Shareholders. Nexvet may also file other
documents with the SEC regarding the Acquisition. NEXVET
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING THE SCHEME DOCUMENT) CAREFULLY AND IN ITS ENTIRETY
BECAUSE IT CONTAINS IMPORTANT INFORMATION. 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.
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 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 the Company, 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 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 12:00 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 capitalised words used in this
announcement and not herein defined have the meanings given to such
words in the Definitive Proxy Statement.
A copy of this announcement and the documents
required to be published pursuant to the Takeover Rules by Nexvet,
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 12:00 p.m.
(Eastern Time) 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.
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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