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 PUBLIC LIMITED
COMPANY
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 despatch of Definitive Proxy
Statement and details of Scheme Meeting and EGM
On April 13, 2017, Nexvet Biopharma plc, a
public limited company incorporated in Ireland
("Nexvet" or the "Company"),
Zoetis Inc. (“Zoetis”) and its wholly-owned
indirect subsidiary Zoetis Belgium S.A. (“Bidco”)
announced that they had reached agreement on the terms of a
recommended acquisition of Nexvet by Zoetis, through Bidco, whereby
Bidco will acquire all of the issued and to be issued ordinary
shares of the Company (the "Acquisition").
As outlined in that announcement, the Acquisition is to be
implemented by means of a scheme of arrangement under Chapter 1 of
Part 9 of the Irish Companies Act of 2014.
Nexvet announces that it has mailed to Nexvet
Shareholders a proxy statement, which also constitutes a scheme
circular, relating to the Acquisition (the “Definitive
Proxy Statement”). The Definitive Proxy Statement
sets out, amongst other things, the full terms and conditions of
the Acquisition, information required under Section 452 of the
Irish Companies Act 2014 and details of the action to be taken by
Nexvet Shareholders.
Furthermore, notices convening the Scheme
Meeting and the related Extraordinary General Meeting (the
“EGM”) are contained in the Definitive Proxy
Statement. The Scheme Meeting and the EGM will commence at
10.00 a.m. and 10.30 a.m. (or, if later, as soon thereafter as the
Scheme Meeting shall have been concluded or adjourned),
respectively, on July 10, 2017 at the offices of Matheson at 70 Sir
John Rogerson’s Quay, Dublin 2, Ireland. All references to
time in this announcement are to Irish time, unless otherwise
indicated.
Nexvet Shareholders should carefully read the
Definitive Proxy Statement in its entirety before making a decision
with respect to the Acquisition.
Nexvet Shareholders are strongly urged to
complete, sign and return the proxy cards accompanying the
Definitive Proxy Statement as soon as possible. Nexvet
Shareholders whose shares are held in “street name” should instruct
their brokerage firm, bank, dealer or other similar organisation on
how to vote such shares using the instructions provided by such
brokerage firm, bank, dealer or other similar organisation.
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; the possibility that Nexvet
Shareholders will file lawsuits 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 for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
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.
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.
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 capitalized words used in this
announcement and not herein defined have the meanings given to such
words in the Rule 2.5 Announcement dated April 13, 2017 issued by
the Company and Zoetis (the "Rule 2.5
Announcement"). The bases and sources set out in the Rule
2.5 Announcement have been used in this announcement, unless
otherwise stated or the context otherwise requires.
A copy of the Definitive Proxy Statement, 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 midday (ET/New York 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.
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
NEXVET BIOPHARMA PLC (NASDAQ:NVET)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
NEXVET BIOPHARMA PLC (NASDAQ:NVET)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024