- Acquisition strengthens pipeline of companion animal therapeutics for chronic pain, a global market estimated at US$400 million annually 1
- 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.
Zoetis Media:
Elinore White, 1-973-443-2835
elinore.y.white@zoetis.com
or
Bill Price, 1-973-443-2742
william.price@zoetis.com
or
Zoetis Investor:
Steve Frank, 1-973-822-7141
steve.frank@zoetis.com
or
Nexvet Media:
Nexvet Biopharma plc
Damian Lismore, CFO, +61-417-351-272 (Aus)
damian.lismore@nexvet.com
or
Nexvet Investor:
Blueprint Life Science Group
Hershel Berry, +1-415-375-3340 Ext. 1
hberry@bplifesicence.com