- Acquisition strengthens pipeline of
companion animal therapeutics for chronic pain, a global market
estimated at US$400 million annually1
- Purchase price of US$6.72 per share, or
approximately US$85 million in aggregate
Zoetis Inc. (NYSE:ZTS) and Nexvet Biopharma plc (Nasdaq:NVET)
today announced that Zoetis has completed the acquisition of
Nexvet, a biologic therapeutics company developing a pipeline of
monoclonal antibody (mAb) therapies for companion animals in pain
and other therapeutic areas. The acquisition, which was first
announced on April 13, 2017, strengthens Zoetis’ pipeline of
solutions for chronic pain management in dogs and cats. It became
effective today by means of a scheme of arrangement under the Irish
Companies Act 2014. Under the terms of the transaction, Nexvet
shareholders will receive US$6.72 per share representing an
aggregate equity valuation of approximately US$85 million. The
Nexvet shareholders will receive the consideration to which they
are entitled under the scheme of arrangement within 14 days.
“The acquisition demonstrates our determination to lead the
animal health industry in the development and commercialization of
monoclonal antibody therapies in areas of high medical need,” said
Dr. Alejandro Bernal, Executive Vice President and Group President,
Strategy, Commercial and Business Development at Zoetis. “The
addition of Nexvet will strengthen our monoclonal antibody pipeline
and help sustain our leadership in chronic pain management for
companion animals. It is a prime example of how we at Zoetis are
deploying capital to drive innovation and support future
growth.”
“Nexvet’s commitment to pioneering animal health monoclonal
antibody technology, intellectual property and novel products has
yielded an outcome which will see these developments reach their
full commercial potential,” said Dr. George Gunn, Chairman of
Nexvet. “I extend my appreciation to the Nexvet team who made this
result possible due to their dedication and focus since the
company’s foundation.”
Therapies to treat chronic pain in companion animals, an area in
which Zoetis has been a leader for two decades, represent a global
market valued at an estimated US$400 million a year1.
With the completion of the acquisition, Nexvet’s research
programs in the treatment of chronic pain associated with
osteoarthritis in dogs and cats, along with other areas, will be
integrated into Zoetis’ global R&D operation to leverage the
company’s scale and experience.
Nexvet also today announced that it requested that trading of
its ordinary shares on the NASDAQ Global Market (NASDAQ) be
suspended. Nexvet requested NASDAQ to file Form 25 with the U.S.
Securities and Exchange Commission (SEC) notifying the SEC of the
delisting of the ordinary shares on NASDAQ and the deregistration
of Nexvet’s ordinary shares.
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
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
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
DISCLOSURE NOTICES
Forward-Looking Statements:
This press release contains forward-looking statements, which
reflect the current views of Zoetis, Zoetis Belgium S.A. (“Zoetis
Bidco”) and Nexvet Biopharma (“Nexvet”) 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, Zoetis Bidco and Nexvet 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. With
respect to Nexvet, a further list and description of risks,
uncertainties and other matters can be found in Nexvet’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2016,
including in the sections thereof captioned “Special Note Regarding
Forward-Looking Statements” and “Item 1A. Risk Factors,” in
Nexvet’s Quarterly Reports on Form 10-Q and in Nexvet’s Current
Reports on Form 8-K. These filings and subsequent filings are
available online at www.sec.gov.
Statement Required by the Irish Takeover Panel Act, 1997,
Takeover Rules (the “Irish Takeover Rules”)
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.
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.
Goldman Sachs, which is authorized 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.
Evercore Partners International LLP, which is authorized 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.
If you are in any doubt as to whether or not you are required to
disclose a dealing under Rule 8 of the Irish Takeover Rules, 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.
A copy of this announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
restricted jurisdictions) on the Zoetis website at
http://investor.zoetis.com/ by no later than midday (ET/New York
time) on the business day following this announcement. For the
avoidance of doubt, the content of such website is not incorporated
into, and does not form part of, this announcement.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170731005512/en/
Zoetis Media:Elinore White,
1-973-443-2835elinore.y.white@zoetis.comorBill Price,
1-973-443-2742william.price@zoetis.comorZoetis Investor:Steve Frank,
1-973-822-7141steve.frank@zoetis.comorNexvet
Media:Nexvet Biopharma plcDamian Lismore, CFO,
+61-417-351-272 (Aus)damian.lismore@nexvet.comorNexvet Investor:Blueprint Life Science
GroupHershel Berry, +1-415-375-3340 Ext.
1hberry@bplifesicence.com
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