ABAX Abaxis, Inc. (delisted)

RISK FACTORS RELATED TO PROPOSAL 1

In connection with Proposal 1, you should consider the following factors in conjunction with the other information included this proxy statement.

If the proposed merger is not completed, our business could be materially and adversely affected and our stock price could decline.

On May 15, 2018, we entered into a definitive agreement with Zoetis pursuant to which, upon the terms and subject to the conditions set forth therein, an indirect wholly-owned subsidiary of Zoetis would merge with and into us, with us continuing on as the surviving entity and an indirect wholly-owned subsidiary of Zoetis. The merger is subject to closing conditions, including the approval of the merger agreement, the merger and the principal terms thereof by the holders of a majority of the outstanding shares of our common stock. Therefore, the merger may not be completed or may not be completed as quickly as expected. If the merger agreement is terminated, the market price of our common stock will likely decline, as we believe that our market price reflects an assumption that the merger will be completed. For example, on May 15, 2018, the last full trading day prior to the public announcement of the proposed merger, Abaxis common stock closed at $71.75 per share. In addition, our stock price may be adversely affected as a result of the fact that we have incurred and will continue to incur significant expenses related to the merger that will not be recovered if the merger is not completed. If the merger agreement is terminated under certain circumstances, we may be obligated to pay Zoetis a termination fee of $70.0 million. As a consequence of the failure of the merger to be completed, as well as of some or all of these potential effects of the termination of the merger agreement, our business could be materially and adversely affected.

The fact that there is a merger pending could have an adverse effect on our business, revenue and results of operations.

While the merger is pending, it creates uncertainty about our future. As a result of this uncertainty, customers may decide to delay, defer, or cancel purchases of our products and services, pending completion of the merger or termination of the merger agreement. If these decisions represent a significant portion of our anticipated revenue, our results of operations and quarterly revenues could be substantially below the expectations of market analysts. In addition, while the merger is pending, we are subject to a number of risks that may adversely affect our business, revenue and results of operations, including:

If the merger occurs, our shareholders will not be able to participate in any upside to our business.

Upon consummation of the merger, our shareholders will receive $83.00 in cash, without interest and subject to any applicable withholding taxes, per share of our common stock owned by them, but will not receive any shares of Zoetis common stock. As a result, if our business following the merger performs well, our current shareholders will not receive any additional consideration, and will therefore not receive any benefit from the performance of our business.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement relating to the completion of the merger and other future events are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the words “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” or similar expressions or variations on these expressions are forward-looking statements . These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including risks relating to receiving the approval of a majority of our outstanding shares, satisfying other conditions to the completion of the merger, and other matters. As a result, we caution readers not to place undue reliance on these forward-looking statements.

Such risks and uncertainties include, among others, the following possibilities:

For a detailed discussion of certain risk factors related to the merger, please refer to “Risk Factors Related to Proposal 1” immediately preceding this section. For other risk factors related to Abaxis, please refer to our filings with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. You can obtain copies of our Forms 10-K, 10-Q and 8-K and other filings for free at the Investors section of our website at www.abaxis.com , at the SEC website at www.sec.gov , or from commercial document retrieval services.

We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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THE COMPANIES

Abaxis, Inc.

Abaxis, Inc., or 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. Its mission is to improve the efficiency of care delivery to and the quality of life of patients in medical and veterinary applications. Abaxis provides leading edge technology, tools and services 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.

Abaxis’ primary products are as follows:

Abaxis is incorporated under the laws of the state of California corporation. It’s executive offices are located at 3240 Whipple Road, Union City, CA 94587. Abaxis’ telephone number is (510) 675-6500. It’s website is located at https://www.abaxis.com/ . Information contained on its website does not constitute a part of this proxy statement.

Zoetis Inc.

Zoetis Inc., or Zoetis, is a global leader in the discovery, development, manufacture and commercialization of animal health medicines and vaccines, with a focus on both livestock and companion animals. Zoetis organizes and operates its business in two geographic regions: the United States and International. Zoetis directly markets its products in approximately 45 countries across North America, Europe, Africa, Asia, Australia and South America. Its products are sold in more than 100 countries, including developed markets and emerging markets. Zoetis has a diversified business, marketing products across eight core species: cattle, swine, poultry, sheep and fish (collectively, livestock) and dogs, cats and horses (collectively, companion animals); and within five major product categories: anti-infectives, vaccines, parasiticides, medicated feed additives and other pharmaceuticals.

Zoetis is incorporated under the laws of the state of Delaware. Its executive offices are located at 10 Sylvan Way, Parsippany, NJ 07054. Zoetis’ telephone number is (973) 822-7000. Its website is located at https://www.zoetis.com/ . Information contained on its website does not constitute a part of this proxy statement.

Zeus Merger Sub, Inc.

Zeus Merger Sub, Inc., or Merger Sub, is an indirect wholly-owned subsidiary of Zoetis and has not engaged in any business activity other than in connection with the merger. Merger Sub is incorporated under the laws of the state of California. Merger Sub’s executive offices are located at 10 Sylvan Way, Parsippany, NJ 07054. Merger Sub’s telephone number is (973) 822-7000.

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THE SPECIAL MEETING

We are furnishing this proxy statement to you as part of the solicitation of proxies by our board of directors for use at the Special Meeting.

Date, Time and Place

The Special Meeting will be held at the principal offices of Abaxis, Inc. at 3240 Whipple Road, Union City, California 94587, at 8:00 a.m., Pacific time, on July 31, 2018.

Purpose of the Special Meeting

You will be asked at the Special Meeting to vote on the approval of the merger agreement. the merger and the principal terms thereof (the “merger agreement proposal”). Based on its review, our board of directors has unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, determined that the merger agreement and the merger are fair to, and in the best interests of, Abaxis and its shareholders, directed that merger agreement proposal submitted to a vote for adoption at the Special Meeting, and unanimously recommended that our shareholders vote in favor of approval of the merger agreement, the merger and the principal terms thereof. You will also be asked to approve, on an advisory basis, the merger-related compensation for Abaxis’ named executive officers (the “compensation proposal”). You will also be asked to vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, for the purpose of soliciting proxies to vote in favor of the merger agreement proposal (the “adjournment proposal”).

Record Date; Stock Entitled to Vote; Quorum

Only holders of record of Abaxis common stock at the close of business on June 26, 2018, the record date, are entitled to notice of and to vote at the Special Meeting. At the close of business on the record date, 22,870,967 shares of Abaxis common stock were issued and outstanding and such shares were held by approximately 71 holders of record. A quorum will be present at the Special Meeting if a majority of the outstanding shares of Abaxis common stock entitled to vote are represented in person or by proxy at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement proposal, we expect that the meeting will be adjourned or postponed to solicit additional proxies. Holders of record of Abaxis common stock at the close of business on the record date are entitled to one vote per share at the Special Meeting on each proposal presented.

Vote Required

The adoption of the merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Abaxis common stock at the close of business on the record date. If you abstain from voting or do not vote, either in person or by proxy, it will have the same effect as a vote against the merger agreement proposal. Broker non-votes will have the same effect as “against” votes with respect to the merger agreement proposal.

The adoption of the compensation proposal requires the affirmative vote of the holders of a majority of the shares of Abaxis common stock present, in person or by proxy, and entitled to vote at the Special Meeting. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote against the compensation proposal. Broker non-votes will have no effect with respect to the compensation proposal.

The adoption of the adjournment proposal requires the approval of the holders of a majority of the shares of Abaxis common stock present, in person or by proxy, at the Special Meeting. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote against the compensation proposal. Broker non-votes will have no effect with respect to the compensation proposal.

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Voting of Proxies

All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in the manner specified by the holders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the merger agreement proposal, “FOR” the compensation proposal, and “FOR” the adjournment.

To vote, please complete, sign, date and return the enclosed proxy card or, to vote by appointing a proxy over the Internet or by telephone, follow the instructions provided below. If you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Special Meeting.

Shares of Abaxis common stock represented at the Special Meeting but not voted, including shares of Abaxis common stock for which proxies have been received but for which shareholders have abstained, will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Only shares affirmatively voted for merger agreement proposal, including properly executed proxies that do not contain specific voting instructions, will be counted in favor of that proposal. If you properly execute a proxy card, appoint a proxy over the Internet or by telephone or attend the Special Meeting in person, but abstain from voting on any of the proposals at the Special Meeting, it will (a) have the same effect as a vote against the merger agreement proposal, (b) have the same effect as a vote against the compensation proposal, and (c) have the same effect as a vote against the adjournment proposal. If you do not properly execute a proxy card, do not appoint a proxy over the Internet or by telephone and do not attend the Special Meeting in person, it will have the same effect as a vote against the merger agreement proposal, and will have no effect on each of the compensation proposal and the adjournment proposal. Brokers who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the merger agreement proposal and the compensation proposal, and, as a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, referred to generally as “broker non-votes.” Broker non-votes, if any, will be treated as shares that are present at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as votes against the merger agreement proposal, but will have no effect on the compensation proposal and the adjournment proposal.

We do not expect that any matter other than the merger agreement proposal, the compensation proposal and the adjournment proposal. If, however, any other matters are properly presented at the Special Meeting, the persons named as proxies will vote in accordance with their judgment as to matters that they believe to be in the best interests of our shareholders.

Voting over the Internet or by Telephone

You may also grant a proxy to vote your shares over the Internet or by telephone. The Internet and telephone voting procedures described below are designed to authenticate shareholders’ identities, to allow shareholders to grant a proxy to vote their shares and to confirm that shareholders’ instructions have been recorded properly. Shareholders granting a proxy to vote over the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the shareholder.

For Shares Registered in Your Name

Shareholders of record may go to www.investorvote.com/ABAX to grant a proxy to vote their shares over the Internet. Have your proxy card in hand when you access the web site and follow the instructions to obtain your

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records and to create an electronic voting instruction form. Any shareholder using a touch-tone telephone may also grant a proxy to vote shares by calling 1-800-652-VOTE (8683) and following the recorded instructions.

For Shares Registered in the Name of a Broker or Bank

If your shares are held in a brokerage account or by another nominee, such as a bank or trust, then such broker or other nominee is considered to be the shareholder of record with respect to your shares. However, you are still considered to be the beneficial owner of those shares, with your shares being held in “street name.” Most beneficial owners whose stock is held in street name receive instructions for authorizing votes by the broker or other nominee.

If your shares are held in street name, you may be eligible to vote your shares by telephone or through the Internet. A large number of banks and brokerage firms provide eligible shareholders the opportunity to vote in this manner. If your bank or brokerage firm allows for this, your voting form provided by your broker or other nominee will provide instructions for such alternative method of voting.

General Information for All Shares Voted over the Internet or by Telephone

Votes submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on July 31, 2018. Submitting your proxy over the Internet or by telephone will not affect your right to vote in person should you decide to attend the Special Meeting.

Revocability of Proxies

The grant of a proxy on the enclosed proxy card or over the Internet or by telephone does not preclude a shareholder from voting in person at the Special Meeting. You may revoke your proxy at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting by:

Your attendance at the Special Meeting will not in and of itself constitute the revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions received from your broker to change these instructions.

Solicitation of Proxies

All proxy solicitation costs will be borne by us. In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies from shareholders by telephone or other electronic means or in person. We also may reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions. We may also, in our discretion, retain the services of a paid solicitor, MacKenzie Partners, Inc., to solicit proxies. We anticipate that the cost will be approximately $17,500 plus expenses and will be paid by Abaxis. We will agree to indemnify MacKenzie Partners, Inc. for certain losses arising out of its proxy solicitation services.

we believe the shareholders are members of the same family by delivering a single proxy statement addressed to those shareholders. Each shareholder will continue to receive a separate proxy card or voting instruction card. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies by reducing the volume of duplicate information.

A number of brokers with account holders who are our shareholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If your household received a single proxy statement, but you would prefer to receive your own copy, please notify your broker and direct your written request to Abaxis, Inc., Attention: Investor Relations, 3240 Whipple Road, Union City, CA 94587, or contact our Investor Relations Department at (510) 675-6500. If you would like to receive your own set of our proxy materials in the future, please contact your broker and Abaxis, Inc., Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. Conversely, if you and another person sharing your same address are receiving multiple copies of annual reports or proxy statements and you would like to request that you only receive one copy, please contact your broker and Abaxis, Inc., Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Shareholder List

A list of Abaxis shareholders will be available for inspection at our principal executive offices located at 3240 Whipple Road, Union City, CA 94587 to any shareholder or holder of a voting trust certificate, at any time during usual business hours upon written demand on Abaxis, for a purpose reasonably related to such holder’s interest as a shareholder or holder of a voting trust certificate. Such inspection may be made in person or by an agent or attorney, and will include the right to copy and make extracts of the list of Abaxis shareholders.

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PROPOSAL 1—MERGER AGREEMENT PROPOSAL

THE MERGER

The discussion under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement” summarizes the material terms of the merger. Although we believe that the description covers the material terms of the merger, this summary may not contain all of the information that is important to you. We urge you to read this proxy statement, the merger agreement and the other documents referred to herein carefully for a more complete understanding of the merger. The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, which is attached as Annex A to this proxy statement and incorporated by reference into this proxy statement.

Background of the Merger

Our board of directors frequently reviews, with Abaxis’ management, and with the assistance of its outside financial and legal advisors, Abaxis’ strategic and financial alternatives in light of developments in Abaxis’ business, in the sectors in which it competes, in the economy generally and in financial markets. As part of this process, from time to time, members of Abaxis senior management have engaged in business development and strategic partnership discussions with other participants in the animal health industry, including diagnostic, distribution and pharmaceutical companies and other third parties.

In the spring of 2015, Piper Jaffray & Co. (“Piper Jaffray”) contacted Abaxis, independently and not on behalf of a third party, to discuss potential strategic transaction and commercial opportunities. In August 2015, in connection with the consideration, evaluation and continued exploration of certain potential strategic transactions, including possible partnerships, and for the purpose of testing initial market interest in a possible strategic or partnership transaction, our board of directors reviewed proposed terms of engagement for Piper Jaffray and authorized the retention of Piper Jaffray as Abaxis’ financial advisor based on Piper Jaffray’s experience and knowledge of the animal health industry. Abaxis executed an engagement letter with Piper Jaffray on August 10, 2015.

In the spring and summer of 2015, Piper Jaffray facilitated initial conversations between Abaxis and a number of potential strategic and commercial partners, including Zoetis. As part of this process, Abaxis entered into non-disclosure agreements with several parties and engaged in certain preliminary due diligence discussions.

In the summer of 2015, Abaxis and Zoetis began an initial discussion regarding a potential commercial relationship or strategic transaction. On August 4, 2015, the parties entered into a non-disclosure agreement (“August 2015 non-disclosure agreement”), including a customary one-year standstill with limited termination provisions. Following the completion of preliminary due diligence by Zoetis, which included a presentation by Abaxis management, on August 10, 2015, Zoetis orally provided a non-binding proposal to acquire Abaxis for $70.00 per share of Abaxis common stock. Our board of directors considered the proposal from Zoetis and ultimately determined that such proposal undervalued Abaxis and, following that determination, discussions between the parties terminated. No other discussions from the summer 2015 process resulted in acquisition proposals, and Abaxis continued to operate as a standalone company.

On October 30, 2017, Juan Ramon Alaix, chief executive officer of Zoetis, contacted Clinton H. Severson, Abaxis’ chief executive officer, by telephone to express interest on behalf of Zoetis in pursuing a possible acquisition of Abaxis for $65.00 per share of Abaxis common stock. Messrs. Alaix and Severson discussed their shared views that a potential acquisition could create significant value for each company and their respective shareholders. Later that day, Mr. Alaix sent Mr. Severson a letter setting forth the non-binding proposal (the “Zoetis $65.00 per share proposal”). The letter emphasized the importance of an expeditious timeline, indicating that Zoetis (a) had already engaged Guggenheim Securities and Barclays as its financial advisors and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) as its outside legal advisor, (b) required only limited confirmatory due

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diligence, and (c) expected the completion of all tasks required for the parties to execute a mutually acceptable definitive agreement on an accelerated timeline.

On November 1, 2017, our board of directors convened a special meeting attended by representatives of Abaxis’ management, Piper Jaffray and Cooley LLP (“Cooley”), Abaxis’ outside legal advisor. At this meeting, our board discussed Zoetis’ $65.00 per share proposal, which discussion included (a) a review by representatives of Cooley of the fiduciary duties of our board of directors in connection with considering such a proposal, (b) a presentation by representatives of Piper Jaffray that included a comparison of the price being proposed by Zoetis with various comparable public company and transaction multiples selected by Piper Jaffray based on its professional judgment and experience as well as certain historic trading prices for Abaxis common stock and (c) an update from management regarding standalone company operations. Our board then discussed possible valuation scenarios for Abaxis based on different market considerations, including the Abaxis expected outlook for third and fourth quarters for Abaxis’ fiscal year 2018, initially determining, based on the material information then reasonably available, that a deal with Zoetis would ideally include a per share purchase price of closer to $72.00. Following such discussion, our board of directors (a) determined that the Zoetis $65.00 per share proposal undervalued Abaxis, (b) authorized Mr. Severson to contact Mr. Alaix to convey the board’s expectations with respect to price and (c) directed Piper Jaffray to contact other companies that may have an interest in acquiring Abaxis, which companies were selected based on strategic fit, acquisition history, regulatory considerations and ability to finance and complete a possible transaction with Abaxis, with the objective of having such companies enter into such discussions on a timeframe that would be competitive with the Zoetis proposal. Based on Abaxis’ financial profile and market valuation, it was also determined that Piper Jaffray would not contact financial sponsors regarding a possible strategic transaction with Abaxis.

On November 2, 2017, Mr. Severson called Mr. Alaix to inform him that the Zoetis $65.00 per share proposal undervalued Abaxis and that Zoetis’ proposal needed to be closer to $72.00 per share in order for our board of directors to support a strategic transaction.

On November 6, 2017, Mr. Alaix contacted Mr. Severson by telephone to indicate that Zoetis would be willing to increase its proposal to acquire Abaxis to $67.00 per share of Abaxis common stock. Mr. Severson indicated that he would bring that proposal to the board of directors for review and discussion, but that he did not expect the board to support a transaction at a price per share of $67.00.

On November 8, 2017, our board of directors convened a special meeting to discuss the revised expression of interest from Zoetis with the board’s financial and legal advisors and members of management. At this meeting, representatives of Piper Jaffray presented information that included a comparison of the price being proposed by Zoetis with various comparable public company and transaction multiples selected by Piper Jaffray based on its professional judgment and experience and certain historic trading prices for Abaxis common stock. Following such presentation and after careful consideration of all material facts reasonably available, and in a manner reasonably believed to be in the best interests of Abaxis and its shareholders, our board determined that for Abaxis to permit Zoetis to undertake a due diligence review of Abaxis, Zoetis’ proposal would need to be at or above $69.00 per share, and that Mr. Severson should contact Mr. Alaix to convey that message.

Later on the same day, Mr. Severson contacted Mr. Alaix to encourage Mr. Alaix to increase the Zoetis offer to $69.00 per share of Abaxis common stock, on the basis that Zoetis would find additional value based on the information to be provided by Abaxis to Zoetis in due diligence.

On November 9, 2017, Mr. Alaix sent a letter to Mr. Severson indicating, on a non-binding basis, that Zoetis would be willing to pay $69.00 per share if the information to be provided by Abaxis to Zoetis in due diligence would support such a valuation. The letter from Mr. Alaix reiterated Zoetis’ expectation that the transaction process be subject to an accelerated timeline, with a merger agreement to be executed on an expedited basis after Abaxis’ opening of an electronic data room.

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From early November until mid-December, in consultation with our board of directors and its specific direction at the November 1 board meeting, Piper Jaffray contacted six companies to assess their respective levels of interest in pursuing a potential transaction and their relative abilities to enter an acquisition process on a timeframe that would be competitive with the Zoetis proposal. Of the companies contacted, three expressly declined to enter into discussions regarding a possible transaction with Abaxis, one company did not respond to Piper Jaffray’s inquiry, one company (“Party A”) expressed potential interest but indicated that the transaction process would need to be delayed by several weeks, and one company (“Party B”) declined to enter into discussions regarding a potential transaction with Abaxis on the basis that Party B’s board of directors did not intend to pursue a strategic acquisition in Abaxis’ industry in the near term.

On November 16, 2017, representatives of Cooley, on behalf of Abaxis, sent to Wachtell Lipton a draft non-disclosure agreement that included a customary six-month standstill provision, subject to limited termination events, to replace the standstill provision in the August 2015 non-disclosure agreement (which had terminated). Later that day, representatives of Wachtell Lipton informed representatives of Cooley that Zoetis would be willing, in lieu of entering into the draft non-disclosure agreement provided by Cooley, to enter into an amendment to the August 2015 non-disclosure agreement that would provide for a six-month standstill provision, which would not be applicable to any Zoetis proposals for, or acquisitions of, all of the outstanding shares of Abaxis common stock at a price per share of $67.00 or higher.

On November 17, 2017, our board of directors convened a special meeting to discuss the proposed non-disclosure agreement amendment. Cooley summarized the principal terms of the amendment, and our board discussed the possible risks associated with the proposed amendment. Following discussion, our board authorized Abaxis management to execute the amendment (which was executed on November 20, 2017).

On November 20, 2017, representatives of Abaxis management held an initial due diligence meeting with representatives of Zoetis management at Cooley’s offices in Palo Alto.

On November 27, 2017, Abaxis provided Zoetis and its legal and financial advisors with access to an electronic data room. From that date until the middle of January of 2018, representatives of Abaxis management engaged in multiple diligence calls with representatives of Zoetis management and responded to multiple written diligence requests submitted by Zoetis, and representatives from Zoetis visited the Abaxis manufacturing facilities to conduct additional due diligence on-site.

In late November 2017, at the direction of our board of directors, representatives of Abaxis management prepared projections regarding the anticipated future performance of Abaxis with a view towards such projections being shared with potential bidders in connection with their evaluation of Abaxis (the “November 2017 forecasts”). Summaries of such forecasts (a) were provided to Zoetis during the management presentation on November 20, 2017, on November 29, 2017 via the Abaxis electronic data room, and were discussed on a phone call on November 29, 2017 between representatives of Abaxis management and Piper Jaffray, on the one hand, and representatives of Zoetis management and Zoetis’ financial advisors, on the other, and (b) were provided to Party A as part of the materials that were made available to Party A in connection with the management presentation that was held on December 5, 2017 (as described below). Neither Abaxis nor Piper Jaffray provided potential bidders with any additional projections during the transaction process. For more information regarding these forecasts, see “ The Merger Agreement—Certain Financial Forecasts Utilized by Abaxis in Connection with the Merger ” beginning on page 41.

On December 4, 2017, representatives of Wachtell Lipton, on behalf of Zoetis, delivered an initial draft of the merger agreement to representatives of Cooley.

On December 5, 2017, Abaxis entered into a non-disclosure agreement with Party A, which non-disclosure agreement included a customary twelve-month standstill provision (which standstill automatically terminated upon Abaxis’ entry into the Merger Agreement). Later that day, representatives of Abaxis’ management and

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Piper Jaffray held an introductory due diligence meeting with representatives of Party A’s management at Party A’s headquarters. Following this meeting and later that same day, representatives of Piper Jaffray informed Party A that if Party A wanted to be competitive in the process, Party A would need to confirm to Piper Jaffray within 48 hours its level of interest in pursuing a potential strategic transaction with Abaxis and its ability to dedicate the resources necessary to quickly complete confirmatory diligence on a timeline commensurate with other parties currently engaged in due diligence.

On December 7, 2017, Party A’s final advisors confirmed to Piper Jaffray that Party A was interested in pursuing a potential strategic transaction with Abaxis and continuing the due diligence process on the proposed timeline.

On December 13, 2017, representatives of Abaxis management held a second management presentation for representatives of Party A’s management at Abaxis’ headquarters, to discuss, among other things, certain potential synergies between the parties. Neither at this meeting, nor at any other time, did Party A request from Abaxis or Piper Jaffray access to the Abaxis electronic data room.

Also on December 13, 2017, on behalf of Abaxis, representatives of Cooley sent a revised draft of the merger agreement to representatives of Wachtell Lipton. The revised draft of the merger agreement included certain proposals to provide Abaxis with additional deal certainty, including a two-tiered reverse break-up fee payable by Zoetis to Abaxis in certain circumstances if regulatory approvals were not obtained and a covenant requiring Zoetis to agree to divest certain assets or businesses if such divestiture were required to obtain required regulatory approvals.

On December 14, 2017, on behalf of Abaxis, representatives of Piper Jaffray provided an initial draft of a merger agreement to representatives of Party A. Representatives of Piper Jaffray also communicated to Party A that in order for Party A to be on a competitive timeline with other interested parties, Party A would need to provide a response to the merger agreement and an indication of price on or around December 18, 2017.

On December 15, 2017, our board of directors convened a special meeting to discuss the status of the proposed transaction process with representatives of Abaxis management and Abaxis’ legal and financial advisors. During the meeting, representatives from Piper Jaffray provided an update on the status of the discussions with Zoetis and Party A and also confirmed that, other than Zoetis and Party A, the other potential bidders that Piper Jaffray had contacted had all declined to participate in the process. Also during the meeting, our board and representatives of Cooley discussed the antitrust approval process, including associated timing considerations and potential antitrust related risks, and the antitrust-related provisions proposed in the initial draft merger agreement provided by Zoetis.

On December 18, 2017, Mr. Alaix indicated to Mr. Severson on a telephone call that the due diligence process was not yet complete and that the earliest Zoetis expected to ready to execute a definitive transaction agreement would be the first few weeks of 2018.

On December 19, 2017, representatives of Wachtell Lipton sent a revised draft of the merger agreement to Cooley, which draft, among other things, removed the reverse termination fees and divestiture requirements previously proposed by Abaxis.

On December 20, 2017, representatives of Party A contacted representatives of Piper Jaffray and expressly declined to continue in the transaction process and confirmed that, for valuation reasons, Party A would not be submitting a proposal for a strategic transaction with Abaxis.

On January 9, 2018, during the J.P. Morgan Healthcare Conference, Abaxis reported on Form 8-K its preliminary financial results for its third fiscal quarter ending December 31, 2017, which report included an announcement that Abaxis expected revenues for such fiscal quarter to increase 12% to 14% over Abaxis’ prior fiscal year’s comparable quarter. Following such announcement, the closing price for Abaxis stock on Nasdaq on January 9, 2018 was $61.52 per share, compared to the closing price the previous day of $52.91 per share.

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On January 10, 2018, Mr. Severson and Mr. Alaix met in San Francisco during the J.P. Morgan Healthcare Conference to discuss the status of Zoetis’ ongoing due diligence. During that meeting, Mr. Severson communicated to Mr. Alaix that, given increases in Abaxis’ stock price, Zoetis would need to increase the price offered in its last proposal if it wanted our board of directors to support a transaction with Zoetis.

On January 16, 2018 and January 17, 2018, representatives of Zoetis met with representatives of Abaxis management at Abaxis’ headquarters to discuss certain remaining open diligence matters.

On January 19, 2018, Mr. Alaix called Mr. Severson to inform Mr. Severson that Zoetis had completed a material portion of its due diligence and was prepared to offer a price of $69.00 per share to acquire Abaxis. Mr. Severson expressed his view that, given the recent appreciation in the value of Abaxis stock (which closed on Nasdaq the day before at $60.81 per share), a price of $69.00 per share of Abaxis common stock would probably no longer be viewed as sufficient by our board of directors but that he would take the proposal to our board. Following that telephone conversation, Mr. Alaix sent an email to Mr. Severson including a written non-binding expression of interest to acquire Abaxis for a price of $69.00 per share of Abaxis common stock (the “Zoetis $69.00 per share proposal”).

On January 24, 2018, our board of directors and compensation committee convened their respective regularly scheduled board and committee meetings. In addition to the regular matters before our board and compensation committee, our board discussed with members of Abaxis management, and representatives of Cooley and Piper Jaffray: (a) the Zoetis $69.00 per share proposal as compared to various financial multiples, recent and historical trading prices of Abaxis common stock, and analyst stock price targets; (b) the potential impact of tax reform on Abaxis’ future results of operations and financial condition; (c) recent acquisitions in the healthcare industry; (d) the status of recent discussions with Zoetis and its financial advisors; (e) the recent gains in the market price of Abaxis common stock and (f) the absence of interest in an acquisition of Abaxis from the other potential strategic partners previously contacted by Piper Jaffray in connection with the transaction process. Following such discussion, our board of directors directed Piper Jaffray to convey to Zoetis’ financial advisors that Zoetis would need to increase its proposal to a price within the range of $78.00 per share to $85.00 per share in order to move forward. Later that day, representatives of Piper Jaffray contacted Zoetis’ financial advisors and conveyed that message.

On January 25, 2018, following the close of market, Abaxis reported its financial performance for its third quarter of fiscal year 2018, announcing a revenue increase of 13% over the prior year’s comparable quarter, and declared a quarterly cash dividend of $0.16 per share of Abaxis common stock, to be paid on March 15, 2018, to all shareholders of record as of the close of business on March 1, 2018. The closing trading price for Abaxis common stock on Nasdaq increased from $64.44 per share that day to $75.71 per share the following day.

On January 29, 2018, Mr. Severson and Mr. Alaix met telephonically and Mr. Alaix confirmed to Mr. Severson that Zoetis would not be able to offer a higher price per share to acquire Abaxis. The parties agreed that the transaction discussions between the parties would not continue, and Mr. Severson indicated that he would be open to further strategic transaction discussions with Zoetis in the future if Zoetis’ position changed.

On May 2, 2018, Mr. Alaix called Mr. Severson to renew discussions of a strategic transaction, and orally presented to Mr. Severson an offer to acquire Abaxis for $80.00 per share of Abaxis common stock. Mr. Severson responded that he would take this offer to our board of directors.

On May 3, 2018, our board of directors convened a special meeting to discuss Zoetis’ renewed and increased offer to acquire Abaxis. Together with representatives of Abaxis’ management, Piper Jaffray and Cooley, the board evaluated Zoetis’ revised proposal in light of internal and external changes to the Abaxis business since the transaction discussions with Zoetis terminated at the end of January, including recent business developments and operational results at Abaxis and recent trading prices for Abaxis’ common stock. At this meeting, representatives of Piper Jaffray also reviewed the Zoetis offer of $80.00 per share and compared it to

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various financial multiples, recent and historical trading prices of Abaxis and certain analyst stock price targets for Abaxis common stock. Following such discussion, the board directed Mr. Severson to contact Mr. Alaix to determine whether Zoetis could increase its proposal to $85.00 per share of Abaxis common stock.

On May 4, 2018, Mr. Alaix and Mr. Severson met telephonically to discuss Zoetis’ offer and the proposed transaction. Mr. Severson indicated that our board of directors requested an increased proposal to $85.00 per share. Following a short break, Mr. Alaix then communicated an increased offer to acquire Abaxis at a price of $83.00. Mr. Severson responded that he would convey that revised offer to our board of directors.

On May 5, 2018, at a meeting of our board of directors attended by members of Abaxis management as well as representatives of Piper Jaffray and Cooley, Mr. Severson provided the board with an update on his discussion with Mr. Alaix, including the revised offer by Zoetis to acquire Abaxis for $83.00 per share of Abaxis common stock. The board considered the November 2017 forecasts and discussed whether such forecasts, which as of such date were roughly half a year old, appropriately provided a basis for evaluation of the most recent $83.00 proposal by Zoetis. The board discussed such forecasts with representatives of Abaxis management, including the assumptions on which such forecasts were based, and requested that Abaxis management revise the forecasts to reflect the actual operational results achieved by Abaxis since the date on which the November 2017 forecasts were prepared and to reflect what Abaxis’ management believed to be the most accurate estimation of Abaxis’ future performance based on the information then available to Abaxis management.

On May 8, 2018, our board of directors held a meeting at which representatives of Abaxis management, Piper Jaffray and Cooley were also present. At the meeting, Abaxis management presented to the board a revised set of projections (the “May 2018 forecasts”), which projections, as compared to the November 2017 forecasts, took into account the actual results for the third and fourth quarter of fiscal year 2018, the completion of the budget setting process for fiscal year 2019, and reflected Abaxis’ management’s best estimation of the projected future financial performance of Abaxis based on information then available to management, including, among other things, increased confidence in topline growth based on marketplace responses to new product launches, execution of core business objectives across legacy product lines and expected yields from completion of a recent sales force expansion. Following discussion, the board determined that such revised forecasts were, in the board’s view, the most current and predictive estimates of the future financial performance of Abaxis and approved such projections for use by Piper Jaffray for its fairness analysis of the proposed transaction with Zoetis. For more information regarding these forecasts, see “ The Merger Agreement—Certain Financial Forecasts Utilized by Abaxis in Connection with the Merger ” beginning on page 41.

At the same meeting, our board of directors authorized and directed Mr. Severson to contact Mr. Alaix to determine whether Zoetis would increase its proposal to $84.00 per share of Abaxis common stock and to emphasize to Mr. Alaix the importance of deal certainty if a transaction between the parties were to proceed. Our board of directors also directed representatives of Piper Jaffray to reach out to Party B to see if there was any renewed interest to consider a strategic transaction.

On May 9, 2018, representatives of Piper Jaffray contacted representatives of Party B to inform Party B that there was renewed interest in a strategic transaction with Abaxis, and to determine whether Party B would be interested in related discussions.

Also on May 9, 2018, Mr. Severson called Mr. Alaix to discuss an increase to the Zoetis proposal to $84.00 per share. Mr. Severson also conveyed that deal certainty was important for Abaxis and our board of directors expected to receive a reverse breakup fee from Zoetis should regulatory approval for the transaction not be obtained. In response, Mr. Alaix cautioned that the proposed transaction would be put at risk if he had to request a further increase in price from the Zoetis board of directors and indicated that he understood the request regarding deal certainty and would be amenable to discussions regarding reverse breakup fees and other protective provisions, but only after the parties had agreed on price.

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On May 10, 2018, at a meeting of our board of directors attended by members of Abaxis management as well as representatives of Piper Jaffray and Cooley, Mr. Severson provided the board with an update on his discussion with Mr. Alaix, including his belief, based on his conversation with Mr. Alaix, that the proposed transaction would be put at risk if another price increase were required and that Zoetis would be willing to work with Abaxis to provide for additional deal certainty once the transaction price was agreed to by the parties. The board, together with representatives of Abaxis management, Piper Jaffray and Cooley, then engaged in a discussion regarding the Zoetis proposal, which included, among other things, (a) the price proposed by Zoetis as compared to various financial multiples and recent and historical trading prices of Abaxis common stock; (b) management’s plans for continuing to operate as a standalone company and the risks associated with executing on such plans, and (c) the possibility that the proposed transaction would be put at risk if another price increase were required. Following such discussion and after careful consideration of all material facts reasonably available, in a manner reasonably believed to be in the best interests of Abaxis and its shareholders, the board determined that it was in the best interests of Abaxis and its shareholders to pursue a transaction with Zoetis at a price of $83.00 per share, and the board directed management to negotiate the best terms possible at that price.

Promptly following the meeting, and on that same day, Mr. Severson called Mr. Alaix to convey that Abaxis would negotiate a possible acquisition by Zoetis at a price of $83.00 per share of Abaxis common stock, so long as the merger agreement included certain deal certainty protections, including a two-tiered reverse termination fee (equal to 3% and 6%, respectively) payable by Zoetis to Abaxis if regulatory approvals were not obtained.

Later that day, Mr. Alaix sent an email to Mr. Severson, confirming that the parties were aligned on price and emphasized the importance to Zoetis of, and Zoetis’ commitment to, moving quickly to a signing of a definitive agreement by May 15, 2018 and asking Mr. Severson to confirm Abaxis’ commitment to that expedited timeline. Mr. Severson responded to Mr. Alaix with an email later that day confirming that the parties were aligned on the proposed timeline.

On that same day, representatives of Wachtell Lipton provided a revised draft of the merger agreement to representatives of Cooley, which draft reflected (a) certain changes to the draft merger agreement last provided by representative of Wachtell Lipton to Cooley on December 19, 2018, including, among other things, the addition of a two-tiered reverse termination fee in the amounts discussed by the two chief executive officers, and a covenant requiring Zoetis to agree to divest certain assets or businesses if such divestiture were required to obtain required regulatory approvals and (b) a proposed 3.75% termination fee payable by Abaxis to Zoetis under certain circumstances and a requirement that Abaxis reimburse Zoetis for certain transaction related expenses, in the event that the Abaxis shareholders vote not to approve the merger agreement proposal.

From May 10, 2018 through the morning of May 15, 2018, representatives of Cooley and Wachtell Lipton negotiated the terms of the merger agreement.

On May 15, 2018, representatives of Party B contacted representatives of Piper Jaffray and expressly declined to enter into discussions regarding a possible strategic transaction involving Abaxis, again citing timing and the fact that Party B was not prepared to undertake the review of any strategic acquisitions in the animal health industry in the current year.

Later that day, on May 15, 2018, at 2:30 p.m. Pacific Time, our board of directors met with representatives of Abaxis’ management and Abaxis’ legal and financial advisors, to consider the final proposal from Zoetis and corresponding merger agreement. At the meeting, representatives of Cooley provided a review for our board of directors of the board’s fiduciary duties. Following that presentation, representatives of Piper Jaffray informed the board that earlier that morning Party B expressly declined to participate in discussions regarding a possible strategic transaction Abaxis. Representatives of Piper Jaffray then reviewed their financial analysis of the $83.00 in cash per share of Abaxis common stock to be paid by Zoetis pursuant to the proposed merger agreement. Members of the board asked questions throughout such presentation. Piper Jaffray then orally rendered its opinion to the board, subsequently confirmed by delivery of a written opinion, to the effect that, as of the date of

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such opinion, and based on and subject to the considerations, limitations and other matters set forth in such opinion, the $83.00 in cash per share to be received by the holders of Abaxis common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. Representatives from Cooley then reviewed certain principal terms of the merger agreement that had been negotiated with Zoetis, including (a) the fiduciary duty exceptions that would permit Abaxis, in certain limited circumstances, to negotiate and accept an unsolicited superior proposal, (b) the 3.5% termination fee to be paid by Abaxis in the event Abaxis were to terminate the Zoetis transaction in order to accept an alternative transaction with another party, (c) the removal of the expense reimbursement provision initially proposed by Zoetis in the event that the Abaxis shareholders did not vote to approve the merger agreement or the transactions contemplated thereby, (d) the 3% and 6% reverse termination fees that may be paid by Zoetis to Abaxis and the terms under which such amounts would become payable, (e) the conditions to consummation of the merger, and (f) certain employee related retention and compensation matters, and answered questions from members of our board of directors regarding the terms of the merger agreement. After the presentation by Cooley, the board of directors continued to discuss the potential transaction with Zoetis and the reasons that members of the board of directors believed that the proposed merger with Zoetis was advisable, fair to and in the best interests of the Abaxis and its shareholders (for additional information pertaining to the recommendation of our board of directors, see “ The Merger Agreement—Reasons for the Merger ” beginning on page 25). Following such discussion, our board of directors unanimously determined that the merger agreement and the transactions contemplated thereby were advisable, fair to and in the best interests of Abaxis and its shareholders, and authorized management to execute the final definitive agreement with Zoetis.

Later that day, following approval of our board of directors, Zoetis and Abaxis executed and delivered the merger agreement.

On May 16, 2018, the parties issued a joint press release announcing the execution of the merger agreement.

Reasons for the Merger

Reasons for the Recommendation of the Board of Directors

On May 15, 2018, our board of directors unanimously (i) approved and declared advisable the merger agreement and the transactions contemplated thereby, (ii) determined that the merger agreement and the merger are fair to, and in the best interests of, Abaxis and its shareholders, (iii) directed that the merger agreement proposal be submitted to a vote for adoption at the Special Meeting and (iv) recommended that Abaxis shareholders vote in favor of the merger agreement proposal.

Our board of directors unanimously recommends that you vote (1) “FOR” the merger agreement proposal; (2) “FOR” the compensation proposal; and (3) “FOR” the adjournment proposal.

In the course of reaching its determination and recommendation, our board of directors consulted with our management, our outside legal advisor, Cooley LLP, and our financial advisor, Piper Jaffray. Our board of directors considered a number of factors, including the following factors (which are not listed in any relative order of importance), in reaching its conclusion to approve the merger agreement and the transactions contemplated thereby, including the merger, and to recommend to our shareholders approval of the merger agreement proposal, all of which it viewed as generally supporting its decision to approve the business combination with Zoetis:

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Our board of directors also considered the potential risks of the merger and other potentially negative factors, including the following:

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Our board of directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger.

The foregoing discussion of reasons for the recommendation to approve the merger is not meant to be exhaustive, but addresses the material information and factors considered by our board of directors in consideration of its recommendation. In view of the wide variety of factors considered by our board of directors in connection with its evaluation of the merger and the complexity of these matters, our board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the board of directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The board of directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “ Caution Regarding Forward-Looking Statements .”

Opinion of Piper Jaffray & Co.

Abaxis retained Piper Jaffray to act as financial advisor to our board of directors, and, if requested, to render to our board of directors an opinion as to the fairness, from a financial point of view, of the merger consideration of $83.00 in cash per share to be received by the holders of shares of Abaxis common stock, other than shares

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held by Abaxis, Zoetis, Merger Sub or any of their subsidiaries and shares with respect to which dissenters rights have been properly demanded in accordance with the Corporations Code of the State of California (the “excluded shares”).

The full text of the Piper Jaffray written opinion dated May 15, 2018 (the “Piper Jaffray opinion”), which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Jaffray in rendering its opinion, is attached as Annex C . Shareholders are urged to, and should, carefully read the Piper Jaffray opinion in its entirety and this summary is qualified in its entirety by reference to the Piper Jaffray opinion. The Piper Jaffray opinion addresses only the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration of $83.00 in cash per share to be received by the holders of shares of Abaxis common stock (other than the holders of the excluded shares) in the merger. The Piper Jaffray opinion was directed to our board of directors in connection with its consideration of the merger and was not intended to be, and does not constitute, a recommendation to any holders of shares of Abaxis common stock as to how such holders should vote or act with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Piper Jaffray, among other things:

In addition, Piper Jaffray conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Piper Jaffray deemed necessary in arriving at its opinion.

The following is a summary of the material financial analyses performed by Piper Jaffray in connection with the preparation of its fairness opinion, which analyses were reviewed with our board of directors at a meeting held on May 15, 2018.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Jaffray. The tables alone do not constitute a complete summary of the financial analyses. The

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order in which these analyses are presented below, and the results of these analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Jaffray or our board of directors. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 14, 2018, and is not necessarily indicative of current market conditions.

For purposes of its analyses, and unless the context indicates otherwise, Piper Jaffray calculated (i) Abaxis’s implied equity value based on diluted shares of Abaxis common stock and Abaxis common stock equivalents outstanding, including restricted stock units and performance stock units, calculated using the treasury stock method, and (ii) enterprise value (“EV”), to be implied equity value, plus debt (including capital lease obligations and non-controlling interests), which in the case of Abaxis was approximately $277,000, as of May 11, 2018, less cash and cash equivalents, which, in the case of Abaxis, was approximately $186.0 million, as of May 11, 2018.

Historical Trading Analysis

Piper Jaffray reviewed the historical closing prices and trading volumes for shares of Abaxis common stock over the one-year period ended May 14, 2018, in order to provide background information on the prices at which shares of Abaxis common stock have historically traded. The following table summarizes some of these historical closing prices as well as the premium that the merger consideration reflects as compared to the referenced closing prices:

Selected Public Companies Analysis

Piper Jaffray reviewed projected financial data of Abaxis for the years ending December 31, 2018 and December 31, 2019, and compared such data to corresponding historical balance sheet data and consensus Wall Street research forecasts for publicly traded animal health diagnostics companies, animal health distributors, point-of-care diagnostics companies and animal health pharmaceutical companies that Piper Jaffray believed were comparable to Abaxis’s financial profile. For the purpose of such comparison, Piper Jaffray selected public companies that it considered to be animal health diagnostics companies, animal health distributors, point-of-care diagnostics companies or animal health pharmaceutical companies.

Based on these criteria, Piper Jaffray selected the following nine companies:

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For the selected public companies analysis, Piper Jaffray compared the last twelve months (“LTM”) and calendar year (“calendar year” or “CY”), projected 2018 and 2019 revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), projected revenue growth, EV/revenue, EV/EBITDA and price per earnings (“P/E”) multiples for Abaxis based on the merger consideration and on the closing price per share of Abaxis common stock on May 14, 2018 on the one hand, to the corresponding figures for the selected public companies on the other hand. Piper Jaffray calendarized projected CY 2018 and CY 2019 revenue, EBITDA and earnings per share estimates for Abaxis based on fiscal year estimates provided by Abaxis management in the May 2018 forecasts. Projected CY 2018 and CY 2019 revenue, EBITDA and revenue growth for the selected public companies were based on Wall Street consensus estimates.

The analysis indicated the following multiples for the selected public companies:

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Based on this analysis, Piper Jaffray noted that, with respect to Abaxis, the EV/revenue and EV/EBITDA multiples were close to or fell between the mean and median range of EV/revenue or EV/EBITDA multiples, as applicable, for the selected public companies, and the EV/CY P/E multiple exceeded the mean and median multiples for the selected public companies. In addition, Piper Jaffray observed that the range of implied per share values for Abaxis common stock based on the mean and median for each analysis yielded the following, as compared to the merger consideration:

Selected M&A Transaction Analysis

Piper Jaffray reviewed merger and acquisition, (“M&A”), transactions involving target companies in the animal health, medical diagnostics and other industries that Piper Jaffray believed were comparable to Abaxis’s financial profile. Piper Jaffray selected transactions that were announced after January 1, 2009 for which it considered the target to be an animal health pharmaceutical company, point-of-care diagnostics company, animal health diagnostics company, animal health clinic or animal health distributor.

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Based on these criteria, Piper Jaffray selected the following 28 transactions:

For the selected M&A transactions analysis with respect to point-of-care diagnostics companies, Piper Jaffray compared EV/LTM revenue, EV/forward twelve months (“FTM”) revenue, EV/LTM EBITDA and EV/FTM EBITDA multiples for Abaxis, based on the merger consideration, to the corresponding figures and multiples for each selected transaction. For the selected M&A transactions analysis with respect to animal health distributors and animal health clinics, Piper Jaffray compared EV/LTM EBITDA multiples for Abaxis, based on the merger consideration, to the corresponding figures and multiples for each selected transaction. For the selected M&A transactions analysis with respect to animal health pharmaceuticals companies, Piper Jaffray compared EV/LTM revenue multiples for Abaxis, based on the merger consideration, to the corresponding figures and multiples for each selected transaction. LTM revenues and LTM EBITDA for Abaxis were based on preliminary historical financial data as of March 31, 2018. Projected FTM revenues and FTM EBITDA for Abaxis were as of March 31, 2019 and were based on the May 2018 forecasts. FTM revenues and FTM EBITDA for the selected transactions were based on selected Wall Street research. Piper Jaffray determined that EV/LTM revenue and EV/FTM revenue transaction multiples were not meaningful, and therefore omitted them, if they were negative or greater than 15.0x, that EV/LTM EBITDA transaction multiples were not meaningful, and therefore omitted them, if they were negative or greater than 40.0x and that EV/FTM EBITDA transaction multiples were not meaningful, and therefore omitted them, if they were negative or greater than 35.0x.

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The analysis indicated the following multiples for the selected transactions:

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Based on this analysis, Piper Jaffray noted that, with respect to Abaxis, the EV/revenue and EV/EBITDA multiples either exceeded the “High” or fell between the mean 75th percentile and the “High” of the implied EVs for the selected M&A transactions. In addition, Piper Jaffray observed that the range of implied per share values for common stock based on the mean and median for each analysis, yielded the following, as compared to the merger consideration:

Premiums Paid Analysis

Piper Jaffray reviewed publicly available information for selected completed or pending M&A transactions to determine the premiums paid in such transactions over recent trading prices of the target companies prior to announcement of the transaction. Piper Jaffray selected transactions for which Piper Jaffray considered the targets to be public healthcare companies acquired in a merger or acquisition and analyzed the transaction premiums, and applied, among others, the following criteria:

Based on these criteria, Piper Jaffray selected 28 transactions, and the table below shows a comparison of premiums paid in the selected transactions over certain time periods to the premium that would be paid to the holders of Abaxis common stock based on the merger consideration of $83.00 per share.

The analysis indicated the following premiums:

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The premiums paid analysis showed that the premiums over the market prices for one day prior to the announcement of the merger for Abaxis common stock implied by the merger consideration fell between the 25th percentile and median range of premiums paid in the selected transactions and that the premiums over the market prices for one week prior to the announcement of the merger for Abaxis common stock implied by the merger consideration fell between the minimum and the 25th percentile range of premiums paid in the selected transactions for the corresponding periods. The premiums paid analysis also showed that the premiums over the market prices for four weeks prior to the announcement of the merger implied by the merger consideration fell between the minimum and the 25th percentile range of premiums paid in the selected transactions for the corresponding periods. In addition, Piper Jaffray observed that the range of implied per share values for Abaxis common stock, based on the mean and median for each analysis yielded the following, as compared to the merger consideration.

Discounted Cash Flows Analysis

Using a discounted cash flows analysis, Piper Jaffray calculated an estimated range of theoretical EVs for Abaxis based on the net present value of (i) projected free cash flows to the firm for fiscal year 2019 through fiscal year 2023 and (ii) a projected terminal value at December 31, 2023 based upon terminal EBITDA multiples between 20.0x and 22.0x, selected by Piper Jaffray based on its professional judgment, and in each case, discounted back to May 14, 2018. The free cash flows to the firm for each fiscal year and terminal year value were calculated from the May 2018 forecasts. Piper Jaffray calculated the range of net present values for free cash flows to the firm for such periods based on a range of discount rates ranging from 11.8% to 13.8%, based on its estimation of Abaxis’s weighted average cost of capital of 12.8%.

This analysis resulted in implied per share values for Abaxis common stock ranging from $67 to $77 per share. Piper Jaffray observed that the merger consideration was greater than the highest implied per share value derived from this analysis.

Instead, Piper Jaffray made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Jaffray’s view of the actual value of the Abaxis common stock.

None of the selected companies or transactions used in the analyses above is directly comparable to Abaxis or the merger. Accordingly, an analysis of the results of the comparisons is not purely mathematical; rather, it involves considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target companies in the selected transactions and other factors that could affect the public trading value or transaction value of the companies involved.

Piper Jaffray performed its analyses for purposes of providing its opinion to our board of directors. In performing its analyses, Piper Jaffray made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Piper Jaffray are based upon the May 2018 forecasts, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These financial forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Neither Piper Jaffray nor Abaxis assumes responsibility if future results are materially different from projected financial results.

Piper Jaffray’s opinion was one of many factors taken into consideration by our board of directors in making the determination to approve the merger agreement. While Piper Jaffray provided advice to our board of directors during Abaxis’s negotiations with Zoetis, our board of directors determined the amount of merger consideration and Piper Jaffray did not recommend any specific amount or type of merger consideration.

Piper Jaffray relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper Jaffray or discussed with or reviewed by Piper Jaffray. Piper Jaffray further relied upon the assurances of the management of Abaxis that the financial information provided was prepared on a reasonable basis in accordance with industry practice, and that they were not aware of any information or facts that would make any information provided to Piper Jaffray incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of its opinion, Piper Jaffray assumed that with respect to financial forecasts, estimates and other forward-looking information reviewed by Piper Jaffray, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of Abaxis as to the expected future results of operations and financial condition of Abaxis. Piper Jaffray expressed no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. Piper Jaffray relied on advice of the outside counsel and the independent accountants to Abaxis, and, with the consent of the board of directors of Abaxis on the assumptions of the management of Abaxis, as to all accounting, legal, tax and financial reporting matters with respect to Abaxis and the merger agreement.

In arriving at its opinion, Piper Jaffray relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the merger agreement and all other related documents and instruments that are referred to therein are true and correct, (ii) each party to such agreements will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the merger will be consummated pursuant to the terms of the merger agreement without amendments thereto and (iv) all conditions to the consummation of the merger will be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Jaffray assumed that all the necessary regulatory approvals and consents required for the merger will be obtained in a manner that would not adversely affect Abaxis or the contemplated benefits of the merger.

In arriving at its opinion, Piper Jaffray did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of Abaxis, and Piper Jaffray was not furnished or provided with any such

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appraisals or valuations, nor did Piper Jaffray evaluate the solvency of Abaxis under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Jaffray in connection with its opinion were going concern analyses. Piper Jaffray expressed no opinion regarding the liquidation value of Abaxis or any other entity. Without limiting the generality of the foregoing, Piper Jaffray undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Abaxis or any of its affiliates is a party or may be subject, and at Abaxis’s direction and with its consent, Piper Jaffray’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Jaffray also assumed that neither Abaxis nor Zoetis is party to any material pending transaction, including without limitation, any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the merger.

Piper Jaffray’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Piper Jaffray did not express any opinion as to the price at which shares of Abaxis common stock may trade following announcement of the merger or at any future time. Piper Jaffray did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Piper Jaffray’s opinion addressed solely the fairness, from a financial point of view, to holders of Abaxis common stock (other than excluded shares) of the merger consideration to be received by such holders under the merger agreement and did not address any other terms or agreement relating to the merger or any other terms of the merger agreement. Piper Jaffray was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with or effect the merger, the merits of the merger relative to any alternative transaction or business strategy that may be available to Abaxis, Zoetis’s ability to fund the merger consideration, or any other terms contemplated by the merger agreement or the fairness of the merger to any other class of securities, creditor or other constituency of Abaxis. Furthermore, Piper Jaffray expressed no opinion with respect to the amount or nature of compensation to any officer, director or employee of any party to the merger, or any class of such persons, relative to the merger consideration or with respect to the fairness of any such compensation.

Information about Piper Jaffray

As a part of its investment banking business, Piper Jaffray is regularly engaged in the valuation of businesses in the animal health, medical diagnostics and other industries and their securities in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. Our board of directors selected Piper Jaffray to be its financial advisor and render its fairness opinion in connection with the merger on the basis of such experience and its familiarity with Abaxis.

Piper Jaffray acted as a financial advisor to Abaxis in connection with the merger and will receive a fee, currently estimated to be approximately $17.6 million from Abaxis. Approximately 94% of such fee is contingent upon the consummation of the merger, and $1 million of such fee has been earned by Piper Jaffray for rendering its fairness opinion and is creditable against the total fee. The opinion fee was not contingent upon the consummation of the merger or the conclusions reached in Piper Jaffray’s opinion. Piper Jaffray has not received fees or other compensation from either Abaxis or Zoetis in the three years prior to the issuance of its fairness opinion, other than fees it will receive from Abaxis in connection with the merger pursuant to the terms of its engagement. Abaxis has also agreed to indemnify Piper Jaffray against certain liabilities and reimburse Piper Jaffray for certain expenses in connection with its services. In the ordinary course of its business, Piper Jaffray and its affiliates may actively trade securities of Abaxis and Zoetis for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. In the ordinary course of its business, Piper Jaffray may publish research on the Abaxis common stock. Piper Jaffray may also,

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in the future, provide investment banking and financial advisory services to Abaxis or Zoetis or entities that are affiliated with Abaxis or Zoetis, for which Piper Jaffray would expect to receive compensation.

Consistent with applicable legal and regulatory requirements, Piper Jaffray has adopted policies and procedures to establish and maintain the independence of Piper Jaffray’s research department and personnel. As a result, Piper Jaffray’s research analysts may hold opinions, make statements or recommendations and/or publish research reports with respect to Abaxis and the merger and other participants in the merger that differ from the opinions of Piper Jaffray’s investment banking personnel.

Certain Financial Forecasts Utilized by Abaxis in Connection with the Merger

Abaxis does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results, other than our annual and quarterly guidance, due to the inherent unpredictability of the underlying long-term assumptions, estimates and projections.

However, Abaxis is including a summary of certain previously nonpublic unaudited prospective financial information prepared by its management (the “financial forecasts”), consisting of the November 2017 forecasts and the May 2018 forecasts, to provide Abaxis shareholders with access to information that was made available to our board of directors in connection with its evaluation of the proposed merger with Zoetis and the merger consideration. The November 2017 forecasts were also made available to Zoetis and Piper Jaffray in November 2017 and to Party A in December 2017. The May 2018 forecasts were also provided to Piper Jaffray in May 2018 in connection with the rendering of its opinion to our board of directors and performance of its related financial analyses. The November 2017 forecasts were not used by Piper Jaffray in connection with the rendering of its opinion to our board of directors and performance of its related financial analyses. See also the section entitled “The Merger—Opinion of Abaxis’ Financial Advisor” beginning on page 28 of this proxy statement.

The information set forth below is included solely to give Abaxis shareholders access to relevant portions of such financial forecasts and is not included in this proxy statement to influence any Abaxis shareholder to vote in favor of the merger agreement proposal or for any other purpose, including whether or not to seek appraisal rights with respect to a shareholder’s shares of Abaxis common stock.

The financial forecasts were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. In addition, the financial forecasts were not based on any comprehensive set of accounting rules or principles, nor were they prepared with the assistance of or reviewed, compiled or examined by independent accountants. The financial forecasts may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the merger.

The November 2017 forecasts were prepared in November 2017 and the May 2018 forecasts were prepared in May 2018, and while presented with numerical specificity, the financial forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond Abaxis management’s control. Given that the financial forecasts cover multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important factors that may affect actual results and result in such forecasts not being achieved include: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the inability to complete the merger due to the failure to obtain shareholder approval of the merger agreement, the merger or the principal terms thereof or the failure to satisfy other conditions to completion of the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, and risks and uncertainties pertaining to our business, including the risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the financial forecasts may be affected by our ability to achieve strategic goals, objectives and targets over the applicable period. The assumptions upon which the financial forecasts were based necessarily involve judgments

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with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which we operate, and the risk and uncertainties described under “ Caution Regarding Forward-Looking Statements ”, all of which are difficult or impossible to predict accurately and many of which are beyond our control. The financial forecasts also reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Abaxis business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the such forecasts were prepared.

The financial forecasts were developed by Abaxis management on a standalone basis without giving effect to the merger and the other transactions contemplated by the merger agreement, or any changes to Abaxis’ operations or strategy that may be implemented after the consummation of the merger, including any costs incurred in connection with the merger and the other transactions contemplated by the merger agreement. Furthermore, the financial forecasts do not take into account the effect of any failure of the merger and the other transactions contemplated by the merger agreement to be completed and should not be viewed as accurate or continuing in that context.

Accordingly, there can be no assurance that the financial forecasts will be realized, and actual results will differ, and may differ materially, from those shown. The inclusion of the financial forecasts in this proxy statement should not be regarded as an indication that any of Abaxis, Piper Jaffray, Zoetis, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the financial forecasts necessarily predictive of actual future events, and the financial forecasts should not be relied upon as such. None of Abaxis, Piper Jaffray, Zoetis, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the financial forecasts, and Abaxis undertakes no obligation to update or otherwise revise or reconcile the financial forecasts to reflect circumstances existing after the date such financial forecasts were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial forecasts are shown to be in error. None of Abaxis, or, to the knowledge of Abaxis, Zoetis and Merger Sub, intends to make publicly available any update or other revisions to the financial forecasts. None of Abaxis, Piper Jaffray, Zoetis, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any shareholder or other person regarding the ultimate performance of Abaxis compared to the information contained in the financial forecasts or that forecasted results will be achieved (other than the representations in the merger agreement that Abaxis made to Zoetis and Merger Sub).

The financial forecasts includes certain non-GAAP financial measures, including EBITDA and free cash flow to the firm (“FCFF”).  Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Abaxis may not be comparable to similarly titled amounts used by other companies.

In light of the foregoing factors and the uncertainties inherent in these projections, shareholders of Abaxis are cautioned not to place undue, if any, reliance on these projections.

November 2017 Forecasts

The following is a summary of the November 2017 forecasts (in millions):

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May 2018 Forecasts

The May 2018 forecasts reflected Abaxis management’s best estimates as of May 7, 2018, taking into account the actual results for the third and fourth quarter of fiscal year 2018 and the completion of the budget setting process for fiscal year 2019, and the projected future financial performance of Abaxis including, among other things, increased confidence in topline growth based on marketplace responses to new product launches, execution of core business objectives across legacy product lines and expected yields from completion of recent sales force expansion, and included the addition of projections for fiscal year 2023.

The following is a summary of the May 2018 forecasts (in millions):

Vote Required and Recommendation of the Board of Directors

At a special meeting of our board of directors held on May 15, 2018, our board of directors unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, determined that the merger agreement and the merger are fair to, and in the best interests of, Abaxis and its shareholders, directed that the merger agreement proposal be submitted to a vote for adoption at the Special Meeting, and unanimously recommended that our shareholders vote in favor of approval of the merger agreement, the merger and the principal terms thereof.

The merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Abaxis common stock at the close of business on the record date. Abstentions and broker non-votes, if any, will have the same effect as “against” votes with respect to the merger agreement proposal.

Our board of directors recommends that the Abaxis shareholders vote “FOR” the merger agreement proposal.

Interests of Our Directors and Executive Officers in the Merger

In considering the recommendation of our board of directors to vote in favor of the merger agreement proposal, shareholders should be aware that our directors and executive officers have interests in the consummation of the merger that are different from, or in addition to, the interests of our shareholders generally. The members of the board of directors were aware of such different or additional interests and considered those interests, among other matters, in negotiating, evaluating, and approving the merger agreement, and in recommending to Abaxis’ shareholders that the merger be approved.

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Severance

Our executive officers participate in our Executive Change of Control Severance Plan, or the severance plan. The severance plan (with respect to Mr. Taylor and Dr. Tockman, as adjusted by their respective offer letter agreement or employment agreement, respectively) provides that if the participant’s employment is terminated by us for any reason other than cause, death, or disability within 18 months following a change in control (which would include the merger), the participant would be eligible to receive severance benefits as follows:

Outstanding Shares Held by Executive Officer and Directors

Directors and executive officers will receive the same cash consideration for any shares of Abaxis stock on the same terms and conditions as the other shareholders of Abaxis. As of June 26, 2018, the executive officers and directors of Abaxis beneficially owned, in the aggregate, 1,040,822 shares of Abaxis common stock (which, for clarity, excludes shares of Abaxis common stock issuable upon the exercise of Abaxis stock options and the vesting of Abaxis restricted stock units).

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The following table sets forth (i) the number of shares of Abaxis common stock beneficially owned as of June 26, 2018, by each of our executive officers and directors and (ii) the aggregate merger consideration that would be payable for such shares.

Treatment of Company Equity Awards

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The tables below sets forth, for each of our executive officers and directors holding Abaxis restricted stock units as of June 26, 2018, (i) the aggregate number of restricted stock units and (ii) the value of such restricted stock units on a pre-tax basis, calculated by multiplying $83.00 by the number of shares subject to such restricted stock units.

Discretionary Bonus

Mr. Taylor and Dr. Tockman will each be paid a transaction bonus of $600,000, less applicable withholdings, as of the consummation of the merger, assuming continued employment through such date.

Potential for Future Arrangements

To our knowledge, except for certain agreements described in this proxy statement between Abaxis and its executive officers and directors, no other employment, equity contribution or other agreement, arrangement or understanding between any executive officer or director of Abaxis, on the one hand, and Zoetis or its affiliates, on the other hand, existed as of the date of this proxy statement, and the merger is not conditioned upon any executive officer or director of Abaxis entering into any such agreement, arrangement or understanding.

Although such arrangements have not, to our knowledge, been discussed as of the date of this proxy statement, it is possible that members of our current management team will enter into new employment or consulting arrangements with Zoetis or its affiliates. Such arrangements may include the right to purchase or participate in the equity of Zoetis or its affiliates. Any such arrangements with the existing management team are currently expected to be entered into after the completion of the merger and will not become effective until after the merger is completed, if at all. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers that is based on or otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts set forth in the table below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this Schedule 14A and in the footnotes to the table. As a result, the

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actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

The table below assumes that: (i) the effective time of the merger will occur on July 31, 2018; (ii) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the severance plan; (iii) the named executive officer’s base salary rates remain unchanged; (iv) no named executive officer receives any additional equity grants on or prior to the effective time of the merger; and (v) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the effective time of the merger, additional compensation or benefits. The amounts shown in the table do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the effective time of the merger, or the value of payments or benefits that are not based on or otherwise related to the merger.

In the footnotes to the amounts shown in the table below, we refer to payments that are conditioned on the occurrence of both the merger as well as the named executive officer’s termination of employment as being payable on a “double-trigger” basis and we refer to payments that are conditioned only upon the occurrence of the merger as being payable on a “single-trigger” basis. The individuals named below represent the named executive officers listed in our annual proxy with respect to the fiscal year ending March 31, 2018.