Zoetis Inc. (NYSE:ZTS) and Abaxis, Inc. (NASDAQ:ABAX) today
announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”), in connection with Zoetis’ previously-announced
acquisition of Abaxis for US $83.00 per share in cash, or
approximately $2.0 billion in aggregate.
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The expiration of the waiting period under the HSR Act satisfies
one of the conditions necessary for the consummation of the
transaction. The transaction is subject to other customary closing
conditions, including the approval of Abaxis shareholders. Abaxis
shareholders will vote on the transaction at a special meeting of
shareholders currently scheduled to be held on July 31, 2018.
Zoetis expects to complete the acquisition shortly after the Abaxis
special meeting if all of the conditions to closing are then
satisfied, and it intends to fund the purchase through a
combination of existing cash and new debt.
About Zoetis
Zoetis 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 2017, the company generated annual revenue of $5.3
billion with approximately 9,000 employees. For more information,
visit www.zoetis.com.
About Abaxis
Abaxis is a worldwide developer, manufacturer and marketer of
portable blood analysis systems that are used in a broad range of
medical specialties in human or veterinary patient care to provide
clinicians with rapid blood constituent measurements. Abaxis’s
mission is to improve the efficiency of care delivery to and the
quality of life of patients in the medical and veterinary markets.
Abaxis provides leading edge technology and tools that support best
medical practices, enabling physicians and veterinarians to respond
to the health needs of their clients at the point of care while
operating economical and profitable practices. For more
information, visit http://www.abaxis.com.
Cautionary Statement Regarding Forward-Looking
Information
Statements included in this communication which are not
historical in nature or do not relate to current facts are intended
to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The words “may,” “will,” “anticipate,” “could,”
“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,”
“continue,” “plan,” “project” and “intend,” as well as other
similar words and expressions of the future, are intended to
identify forward-looking statements. Zoetis Inc. (“Zoetis”) and
Abaxis, Inc. (“Abaxis”) caution readers that forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from anticipated
results. Such risks and uncertainties, include, among others, the
following possibilities: the occurrence of any event, change or
other circumstances that could give rise to the right of one or
both of the parties to terminate the definitive merger agreement
between Zoetis and Abaxis; the outcome of any legal proceedings
that may be instituted against Zoetis or Abaxis; the failure to
obtain necessary regulatory approvals (and the risk that such
approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of
the transaction) or Abaxis shareholder approval or to satisfy any
of the other conditions to the transaction on a timely basis or at
all; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as
a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of
the economy and competitive factors in the areas where Zoetis and
Abaxis do business; the possibility that the transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; diversion of management’s
attention from ongoing business operations and opportunities;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; the ability to complete the
acquisition and integration of Abaxis successfully; and other
factors that may affect future results of Zoetis and Abaxis.
Additional factors that could cause results to differ materially
from those described above can be found in Zoetis’ Annual Report on
Form 10-K for the year ended December 31, 2017, which is on file
with the Securities and Exchange Commission (the “SEC”) and in
other documents Zoetis files with the SEC, and in Abaxis’s Annual
Report on Form 10-K for the year ended March 31, 2018, which is on
file with the SEC and in other documents Abaxis files with the
SEC.
Important Additional Information
In connection with the proposed transaction between Zoetis and
Abaxis, Abaxis has filed with the SEC a definitive proxy statement
of Abaxis, as well as other relevant documents concerning the
proposed transaction. This communication is not a substitute for
the proxy statement or for any other document that Abaxis may file
with the SEC and send to its shareholders in connection with the
proposed transaction. The proposed transaction will be submitted to
Abaxis’ shareholders for their consideration. Before making any
voting decision, Shareholders of Abaxis are urged to read the
definitive proxy statement regarding the transaction which is
available at the SEC’s website (http://www.sec.gov), and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information about the proposed transaction.
Shareholders of Abaxis will be able to obtain a free copy of the
definitive proxy statement, as well as other filings containing
information about Zoetis and Abaxis, without charge, at the SEC’s
website (http://www.sec.gov). Copies of the proxy statement and the
filings with the SEC that will be incorporated by reference therein
can also be obtained, without charge, by directing a request to
Abaxis, Inc., 3240 Whipple Road, Union City, CA 94587, Attention:
Corporate Secretary; telephone: (510) 675-6500, or from Abaxis'
website, www.abaxis.com.
Participants in the Solicitation
Abaxis, Zoetis and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information regarding Abaxis’ directors and executive
officers is available in Abaxis' definitive proxy statement filed
in connection with its 2017 Annual Meeting, which was filed with
the SEC on September 19, 2017, and certain of its Current Reports
on Form 8-K. Information regarding Zoetis’ directors is available
in Zoetis' definitive proxy statement filed in connection with its
2018 Annual Meeting, which was filed with the SEC on April 2, 2018,
and information regarding Zoetis' executive officers is available
in Zoetis' Annual Report on Form 10-K for the year ended December
31, 2017, which was filed with the SEC on February 15, 2018. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the definitive
proxy statement filed in connection with the special meeting of
Abaxis shareholders, which was filed with the SEC on June 27, 2018
and other relevant materials to be filed with the SEC in connection
with the proposed transaction. Free copies of this document may be
obtained as described in the preceding paragraph.
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Zoetis Media:Elinore White,
1-973-443-2835 (o)elinore.y.white@zoetis.comorBill Price,
1-973-443-2742 (o)william.price@zoetis.comorZoetis Investors:Steve Frank, 1-973-822-7141
(o)steve.frank@zoetis.comorAbaxis Media &
Investors:Clint Severson, 510-675-6500 (o)
Abaxis, Inc. (delisted) (NASDAQ:ABAX)
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