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 under Chapter 1 of Part 9 of the Irish Companies Act
2014
Announcement relating to the results of
the Scheme Meeting and Extraordinary General Meeting
Nexvet Biopharma plc ("Nexvet"
or the "Company") announces today that in relation
to the recommended offer for Nexvet by Zoetis Inc.
("Zoetis”) through its wholly-owned indirect
subsidiary Zoetis Belgium S.A. ("Bidco") (the
“Acquisition”), the resolutions required to
approve the scheme of arrangement under Chapter 1 of Part 9 of the
Irish Companies Act of 2014 (the "Scheme") were
passed by the requisite majorities at the scheme meeting (the
"Scheme Meeting") and the related extraordinary
general meeting ("EGM") held earlier today.
The detailed voting results of the poll taken in
respect of each of the resolutions at the Scheme Meeting and EGM
are set out below.
- Scheme Meeting:
Resolution: “That the Scheme in
its original form or with or subject to any modification(s),
addition(s) or condition(s) approved or imposed by the High Court
be agreed to.”
|
Number of Nexvet Shareholders who voted |
% of Nexvet Shareholders who voted |
Number of Nexvet Shares voted |
% of Nexvet Shares voted |
Number of Nexvet Shares voted as a % of Nexvet
Shares* |
For |
62 |
98.41 |
9,469,894 |
99.98 |
79.47 |
Against |
1 |
1.59 |
1,710 |
0.02 |
0.01 |
Total |
63 |
100.00 |
9,471,604 |
100.00 |
79.48 |
Abstain |
1 |
– |
645 |
– |
– |
*The total number of Nexvet Shares in issue at
the Voting Record Time was 11,916,712.
- Extraordinary General
Meeting:
Resolution 1: Special Resolution –
Amendment of Memorandum of Association
|
Number of Nexvet Shares voted |
% of Nexvet Shares voted |
Number of Nexvet Shares voted as a % of Nexvet
Shares* |
For |
9,058,142 |
99.97 |
76.01 |
Against |
2,561 |
0.03 |
0.02 |
Total |
9,060,703 |
100.00 |
76.03 |
Abstain |
250 |
– |
– |
*The total number of Nexvet Shares in issue at
the Voting Record Time was 11,916,712.
Resolution 2: Ordinary Resolution
– Approval of the Scheme of Arrangement
|
Number of Nexvet Shares voted |
% of Nexvet Shares voted |
Number of Nexvet Shares voted as a % of Nexvet
Shares* |
For |
9,058,142 |
99.97 |
76.01 |
Against |
2,561 |
0.03 |
0.02 |
Total |
9,060,703 |
100.00 |
76.03 |
Abstain |
250 |
– |
– |
*The total number of Nexvet Shares in issue at
the Voting Record Time was 11,916,712.
Resolution 3: Special Resolution –
Cancellation of Cancellation Shares
|
Number of Nexvet Shares voted |
% of Nexvet Shares voted |
Number of Nexvet Shares voted as a % of Nexvet
Shares* |
For |
9,056,507 |
99.97 |
76.00 |
Against |
2,569 |
0.03 |
0.02 |
Total |
9,059,076 |
100.00 |
76.02 |
Abstain |
1,877 |
– |
– |
*The total number of Nexvet Shares in issue at
the Voting Record Time was 11,916,712.
Resolution 4: Ordinary Resolution
– Application of Reserves
|
Number of Nexvet Shares voted |
% of Nexvet Shares voted |
Number of Nexvet Shares voted as a % of Nexvet
Shares* |
For |
9,057,759 |
99.97 |
76.01 |
Against |
2,819 |
0.03 |
0.02 |
Total |
9,060,578 |
100.00 |
76.03 |
Withheld |
375 |
– |
– |
*The total number of Nexvet Shares in issue at
the Voting Record Time was 11,916,712.
Resolution 5: Special Resolution –
Amendment to Articles
|
Number of Nexvet Shares voted |
% of Nexvet Shares voted |
Number of Nexvet Shares voted as a % of Nexvet
Shares* |
For |
9,057,967 |
99.97 |
76.01 |
Against |
2,561 |
0.03 |
0.02 |
Total |
9,060,528 |
100.00 |
76.03 |
Withheld |
425 |
– |
– |
*The total number of Nexvet Shares in issue at
the Voting Record Time was 11,916,712.
Resolution 6: Special Resolution –
Cancellation of the Euro Deferred Shares
|
Number of Nexvet Shares voted |
% of Nexvet Shares voted |
Number of Nexvet Shares voted as a % of Nexvet
Shares* |
For |
9,055,507 |
99.97 |
75.99 |
Against |
2,561 |
0.03 |
0.02 |
Total |
9,058,068 |
100 |
76.01 |
Withheld |
2,885 |
– |
– |
*The total number of Nexvet Shares in issue at
the Voting Record Time was 11,916,712.
Completion of the Acquisition remains subject to
satisfaction or waiver of the other conditions set out in the
Definitive Proxy Statement (as defined below), but is expected to
occur in late July 2017. In order for the Scheme to become
effective, the sanction of the Scheme by the High Court of Ireland
at a hearing is required.
It is intended that, on 11 July 2017, Nexvet
will apply to the High Court of Ireland to fix a date for a hearing
to sanction the Scheme, which date is expected to be 28 July
2017.
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 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;
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 (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 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 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 proxy statement dated 2 June 2017 issued by
Nexvet.
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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