Zoetis Inc. (NYSE: ZTS) today announced that its Board of Directors has
adopted a one-year shareholder rights plan (the “Plan”) and declared a
dividend distribution of one preferred share purchase right (a “Right”)
for each outstanding share of the Company’s common stock. The Plan will
automatically expire on November 16, 2015, unless the Rights are earlier
redeemed, exchanged or terminated.
The Plan is intended to protect shareholders and the Company from any
attempt to take control of the Company that the Board of Directors
determines is not in the best interest of shareholders and does not
reflect the Company’s unique industry position and long term value. It
is also designed to provide the Board sufficient time to make fully
informed decisions in response to any open market or other accumulation
of shares.
The Plan is not intended to prevent an offer to acquire the Company or
any other business combination the Board may approve and, as such, may
be amended, redeemed or terminated by the Board at any time prior to
being triggered.
Under the Plan, the Company is issuing one Right for each current share
of common stock outstanding at the close of business on November 24,
2014. If the Rights become exercisable, each holder of a Right will be
entitled to buy one one-thousandth of a share of preferred stock at an
exercise price of $200, subject to adjustment as provided in the Plan.
The Rights are not taxable to shareholders. Shareholders are not
required to take any action to receive the Rights.
The Rights will be exercisable only if a person or group (an “Acquiring
Person”) acquires 15% or more of Zoetis common stock. If a
shareholder’s beneficial ownership of Zoetis common stock as of the time
of this announcement of the Plan and associated dividend declaration is
at or above 15% (including through entry into certain derivative
positions), the Rights would become exercisable if at any time the
shareholder increases its ownership percentage by .001% or more. In
those situations, each holder of a Right (other than an Acquiring
Person, whose Rights will become void and will not be exercisable) will
be entitled to purchase a number of shares of Zoetis’ common stock for
$200 that have a market value of twice the exercise price of the Right.
At any time prior to 10 business days following a public announcement
that a person has become an Acquiring Person, the Company may redeem the
Rights in whole, but not in part, at a price of $0.001 per Right.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $0.001 redemption price.
Details of the Plan will be communicated in a Form 8-K to be filed with
the U.S. Securities and Exchange Commission.
About Zoetis
Zoetis
(zô-EH-tis) 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 and genetic tests and supported by a range of
services. In 2013, the company generated annual revenue of $4.6 billion.
With approximately 9,800 employees worldwide at the beginning of 2014,
Zoetis has a local presence in approximately 70 countries, including 27
manufacturing facilities in 10 countries. Its products serve
veterinarians, livestock producers and people who raise and care for
farm and companion animals in 120 countries. For more information, visit www.zoetis.com.
DISCLOSURE NOTICES
Forward-Looking Statements: This
press release contains forward-looking statements, which reflect the
current views of Zoetis with respect to business plans or prospects,
future operating or financial performance, expectations regarding
products, future use of cash and dividend payments, and other future
events. These statements are not guarantees of future performance or
actions. 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. Zoetis expressly disclaims any
obligation to update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise. A
further list and description of risks, uncertainties and other matters
can be found in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2013, including in the sections thereof captioned
“Forward-Looking Information and Factors That May Affect Future Results”
and “Item 1A. Risk Factors,” in our Quarterly Reports on Form 10-Q and
in our 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.
Media:
Bill Price, 1-973-443-2742 (o)
william.price@zoetis.com
Elinore White, 1-973-443-2835 (o)
elinore.y.white@zoetis.com
or
Investor:
John O'Connor, 1-973-822-7088 (o)
john.oconnor@zoetis.com