- Purchase price of US$6.72 per share, or
approximately US$85 million in aggregate
- Acquisition to strengthen Zoetis’
pipeline in companion animal therapeutics for chronic pain, a
global area estimated at US$400 million annually1
Zoetis Inc. (NYSE:ZTS) and Nexvet Biopharma plc (Nasdaq:NVET)
today announced an agreement in which Zoetis, through a wholly
owned subsidiary (“Zoetis Bidco”), will purchase Nexvet, an
innovator in monoclonal antibody therapies for companion animals,
for a purchase price of US$6.72 per share, representing an
aggregate equity valuation of approximately US$85 million. The
acquisition will strengthen Zoetis’ pipeline of solutions for
chronic pain management in dogs and cats, which represents an area
of high-need in companion animal health.
This per share consideration represents a 66% premium over
Nexvet’s closing price on April 12, 2017.
The board of directors of Nexvet has unanimously approved the
acquisition, which is being implemented by means of a scheme of
arrangement, a statutory procedure under Irish law. The acquisition
is subject to approval by Nexvet’s shareholders and the Irish High
Court and other customary conditions, and it is currently expected
to be completed during the second half of 2017.
Nexvet, founded in 2010 and headquartered in Tullamore, Ireland,
is a biologic therapeutics company with a pipeline of monoclonal
antibody (mAb) therapies being developed for companion animals in
pain and other therapeutic areas. The company has research and
development operations in Melbourne, Australia, a manufacturing
facility in Tullamore, and a U.S. office in San Francisco.
Acquisition Is a Strategic Fit
“This acquisition is a strategic fit that brings to Zoetis an
R&D organization that shares our commitment to industry-leading
innovation,” said Dr. Alejandro Bernal, Executive Vice President
and Group President, Strategy, Commercial and Business Development
at Zoetis. “It will strengthen our R&D pipeline in monoclonal
antibodies and help sustain our category leadership in chronic pain
management for companion animals, which is an area poised for
innovation with new mAb therapies. The transaction demonstrates how
we continue to invest to drive innovation and future growth.”
“We are certain that Zoetis, with its leadership in R&D,
high quality manufacturing, marketing excellence, global scale and
strong customer relationships, is the ideal company to guide our
monoclonal antibody candidates through development into
commercialization,” said Dr. George Gunn, Chairman of the Board of
Nexvet. “We see the integration with Zoetis as the logical next
step to realize our ambition to bring groundbreaking antibody
therapeutics to market.”
A Promising Pipeline of First-In-Class Antibody Therapies for
Pain
Therapies to treat chronic pain in companion animals represent a
global area valued at an estimated US$400 million a year1. Nexvet’s
pipeline product ranevetmab, a mAb targeting nerve-growth factor
(NGF) for treatment of chronic pain associated with osteoarthritis
in dogs, would, upon approval, be the companion animal industry’s
first monoclonal antibody therapy administered monthly by injection
for chronic pain. Ranevetmab would enable Zoetis to expand its
portfolio of solutions for chronic pain in dogs.
Nexvet is also developing frunevetmab, a monoclonal antibody
targeting NGF to treat chronic pain associated with osteoarthritis
in cats. Feline treatments for pain are limited, and frunevetmab
could open up a new opportunity in feline pain that is underserved
today.
Zoetis has been a leader in the treatment of osteoarthritis pain
and inflammation in dogs for two decades with the company’s
Rimadyl® (carprofen), the first non-steroidal anti-inflammatory
drug (NSAID) product approved for use in dogs. Zoetis also
developed and markets the NSAID product Trocoxil (mavacoxib), a
COX-2 inhibitor approved in the European Union and other
international markets to treat arthritis pain and inflammation in
dogs.
Zoetis has earned a reputation as a pioneer in bringing
veterinarians first-in-class antibody therapy solutions for areas
of high unmet need in animal health. The company’s mAb therapy
Cytopoint™ was licensed in the U.S. in December 2016 to control the
clinical signs such as itching associated with atopic dermatitis in
dogs. Zoetis anticipates its approval in the European Union this
year.
“We recognize the significant achievements of the Nexvet R&D
team,” said Dr. Catherine Knupp, Executive Vice President and
President, Research and Development at Zoetis. “The research
programs initiated by Nexvet will be integrated into our operation
to leverage the scale and experience of Zoetis’ existing global
R&D expertise.”
Terms of the Transaction
Under the terms of the proposed acquisition, Nexvet shareholders
will receive US$6.72 in cash per ordinary share. The cash
consideration payable by Zoetis under the terms of the proposed
acquisition will be funded by cash on hand. It is intended that the
acquisition will be implemented by means of a scheme of arrangement
(“Scheme Document”) under Chapter 1 of Part 9 of the Irish
Companies Act 2014. It is intended that the Scheme Document, which
will form part of the Proxy Statement filed by Nexvet with the
United States Securities and Exchange Commission (the “SEC”)
containing the full terms and conditions of the acquisition
(including notices of the shareholder and scheme meetings), and the
balance of the Proxy Statement will be mailed as soon as
practicable after the date of this announcement to Nexvet
shareholders, and, for information only, to holders of Nexvet’s
warrants, options and restricted share units. The Nexvet Proxy
Statement, including the Scheme Document, will be made available by
Nexvet at www.nexvet.com.
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 (www.nexvet.com)
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 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.
1 Zoetis research on file, 2017
General
The announcement required under the Irish Takeover Rules (a Rule
2.5 announcement) has been made, dated April 13, 2017, and is
available at www.zoetis.com and www.nexvet.com.
This announcement should be read in conjunction with, and is
subject to, the full text of the Rule 2.5 announcement (including
its appendices). The acquisition is subject to the conditions set
out in Schedule 1 to the Rule 2.5 announcement and the further
terms to be set out in the Scheme Document. The sources and bases
of information contained in this announcement are set out in
Schedule 2 of the Rule 2.5 announcement. Certain definitions and
expressions used in this announcement are set out in Schedule 3 of
the Rule 2.5 announcement. Finally, a copy of the transaction
agreement entered into between Nexvet, Zoetis and Zoetis Bidco,
which relates to, among other things, the implementation of the
acquisition, is set out in Schedule 4 of the Rule 2.5
announcement.
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions (“Restricted Jurisdiction”). Accordingly,
copies of this announcement and all other documents relating to the
acquisition are not being, and must not be, released, published,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved
in the proposed acquisition disclaim any responsibility or
liability for the violations of any such restrictions by any
person.
Any response in relation to the acquisition should be made only
on the basis of the information contained in the Proxy Statement
relating to the acquisition, which will include the Scheme Document
as required by Irish law and other documents by which the
acquisition and the Scheme are made. Nexvet shareholders are
advised to read carefully the formal documentation in relation to
the proposed transaction once the Proxy Statement has been
dispatched.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
Participants in the Solicitation
Nexvet and its directors and executive officers and employees
may be considered participants in the solicitation of proxies from
the shareholders of Nexvet with respect to the transactions
contemplated by the Scheme Document/Proxy Statement. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders of
Nexvet in connection with the proposed transactions, including a
description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Proxy Statement
when it is filed with the SEC. Information regarding Nexvet’s
directors and executive officers is contained in Nexvet’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2016 which
is filed with the SEC. Information concerning the interests of
Nexvet’s participants in the solicitation, which may, in some
cases, be different than those of Nexvet’s shareholders generally
will be set forth in the Proxy Statement relating to the
transaction when it becomes available.
No Offer or Solicitation
This announcement is for information purposes only and is not
intended to and does not constitute an offer to purchase, sell,
subscribe for or exchange, or the solicitation of an offer to
purchase, sell, subscribe for or exchange or an invitation to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction 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. The acquisition will be made
solely by means of the Scheme Document (or, if applicable, the
Takeover Offer Document), which will contain the full terms and
conditions of the acquisition, including details of how to vote
with respect to the acquisition. Any decision in respect of, or
other response to, the acquisition, should be made only on the
basis of the information contained in the Scheme Document (of, if
applicable, the Takeover Offer Document). No offer of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the United States Securities Act of
1933.
DISCLOSURE NOTICES
Forward-Looking Statements:
Zoetis and Zoetis Bidco: This press release contains
forward-looking statements, which reflect the current views of
Zoetis and Zoetis Bidco 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 and Zoetis Bidco 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.
Nexvet: This press release contains forward-looking statements
including those regarding its future results of operations and
financial position, ability to access financing on acceptable terms
or at all, results of any current or future pivotal study, future
expenditures relating to lead product candidates, time for
completion of any of studies or facilities upgrades, ability to
develop its pipeline of product candidates, business strategy,
prospective products, ability to successfully manufacture its own
product candidates, ability to meet conditions for the receipt of
government grants, time for regulatory submissions, 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. They also
reflect uncertainties as to whether the Company’s shareholders will
approve the acquisition, the possibility that competing offers may
be made, or other factors that could cause the acquisition not to
occur. 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. Nexvet
expressly disclaims any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. Additional information regarding
factors that could cause actual results to differ materially from
our expectations expressed in this release include those summarized
under Risk Factors in its reports on
Forms 10-Q and 10-K and the other documents
filed from time to time with the SEC.
Statement Required by the Irish Takeover Rules (as defined
below)
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.
Evercore Partners International LLP (“Evercore”), which is
authorized and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as Financial Adviser exclusively for
Nexvet 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 Nexvet for providing the
protections afforded to clients of Evercore, nor for providing
advice in relation to the acquisition or the 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, in tort, under statute or otherwise) to any
person who is not a client of Evercore in connection with this
announcement, any statement contained herein or otherwise.
Cowen and Company, LLC, which is a securities broker-dealer
registered with the SEC and subject to regulation by the SEC and
the Financial Industry Regulatory Authority, 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 and the other
matters referred to in this announcement.
Goldman Sachs, which is authorised 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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel
Act, 1997, Takeover Rules 2013 (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 Nexvet, all
‘dealings’ in any ‘relevant securities’ of Nexvet (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 pm (New York 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 co-operate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an ‘interest’
in ‘relevant securities’ of Nexvet, they will be deemed to be a
single person for the purpose of Rule 8.3 of the Irish Takeover
Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all ‘dealings’ in ‘relevant securities’ of Nexvet by Zoetis or
Zoetis Bidco or by any party acting in concert with Zoetis must
also be disclosed by no later than 12 noon (New York 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 Irish 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 are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel’s
website. If you are in any doubt as to whether or not 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.
No Profit Forecast / Asset Valuation
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings, earnings per share, losses or
losses per share will necessarily be greater or lesser than those
for the relevant preceding financial periods for any of Nexvet
or Zoetis or Zoetis Bidco as appropriate. No statement in this
announcement constitutes an asset valuation.
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version on businesswire.com: http://www.businesswire.com/news/home/20170413005673/en/
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.comorNexvet
Investors:Candice Knoll, 1-415-375-3340 ext. 4orNexvet Media:Mark Heffernan, +1-415-602-5587
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