Nexvet Biopharma (Nasdaq:NVET) today announced the following:
In accordance with Rule 2.10 of the Irish
Takeover Panel Act 1997, Takeover Rules, 2013 (the "Irish
Takeover Rules"), Nexvet confirms that as at close of
business on June 13, 2017 its issued share capital comprised
11,922,150 ordinary shares of $0.125 each (the “Ordinary
Shares”). The Ordinary Shares are admitted to trading on
NASDAQ under the ticker symbol NVET. The International Securities
Identification Number for these securities is IE00BVB38Y49.
There are 1,766,998 warrants, 632,702 options
and 644,106 restricted share units in respect of in aggregate
3,043,806 Nexvet ordinary shares and 400 Nexvet euro deferred
shares outstanding.
The directors of Nexvet accept responsibility
for the information contained in this announcement. 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.
The release, publication or distribution of this
announcement in or into certain jurisdictions may be restricted by
the laws of those jurisdictions. Accordingly, copies of this
announcement and all other announcements 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 announcements
(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 acquisition disclaim any responsibility or liability for the
violations of any such restrictions by any person.
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
Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish
Takeover Rules, all "dealings" in "relevant securities" of Nexvet
by Zoetis Inc. or Zoetis Belgium S.A., or by any party acting in
concert with it, 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 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.
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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