Zoetis Adopts One-Year Shareholder Rights Plan
November 14 2014 - 5:08PM
Business Wire
Zoetis Inc. (NYSE: ZTS) today announced that its Board of
Directors has adopted a one-year shareholder rights plan (the
“Plan”) and declared a dividend distribution of one preferred share
purchase right (a “Right”) for each outstanding share of the
Company’s common stock. The Plan will automatically expire on
November 16, 2015, unless the Rights are earlier redeemed,
exchanged or terminated.
The Plan is intended to protect shareholders and the Company
from any attempt to take control of the Company that the Board of
Directors determines is not in the best interest of shareholders
and does not reflect the Company’s unique industry position and
long term value. It is also designed to provide the Board
sufficient time to make fully informed decisions in response to any
open market or other accumulation of shares.
The Plan is not intended to prevent an offer to acquire the
Company or any other business combination the Board may approve
and, as such, may be amended, redeemed or terminated by the Board
at any time prior to being triggered.
Under the Plan, the Company is issuing one Right for each
current share of common stock outstanding at the close of business
on November 24, 2014. If the Rights become exercisable, each holder
of a Right will be entitled to buy one one-thousandth of a share of
preferred stock at an exercise price of $200, subject to adjustment
as provided in the Plan. The Rights are not taxable to
shareholders. Shareholders are not required to take any action to
receive the Rights.
The Rights will be exercisable only if a person or group (an
“Acquiring Person”) acquires 15% or
more of Zoetis common stock. If a shareholder’s beneficial
ownership of Zoetis common stock as of the time of this
announcement of the Plan and associated dividend declaration is at
or above 15% (including through entry into certain derivative
positions), the Rights would become exercisable if at any time the
shareholder increases its ownership percentage by .001% or more. In
those situations, each holder of a Right (other than an Acquiring
Person, whose Rights will become void and will not be exercisable)
will be entitled to purchase a number of shares of Zoetis’ common
stock for $200 that have a market value of twice the exercise price
of the Right.
At any time prior to 10 business days following a public
announcement that a person has become an Acquiring Person, the
Company may redeem the Rights in whole, but not in part, at a price
of $0.001 per Right. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $0.001 redemption price.
Details of the Plan will be communicated in a Form 8-K to be
filed with the U.S. Securities and Exchange Commission.
About Zoetis
Zoetis (zô-EH-tis) is the leading animal health company,
dedicated to supporting its customers and their businesses.
Building on more than 60 years of experience in animal health,
Zoetis discovers, develops, manufactures and markets veterinary
vaccines and medicines, complemented by diagnostic products and
genetic tests and supported by a range of services. In 2013, the
company generated annual revenue of $4.6 billion. With
approximately 9,800 employees worldwide at the beginning of 2014,
Zoetis has a local presence in approximately 70 countries,
including 27 manufacturing facilities in 10 countries. Its products
serve veterinarians, livestock producers and people who raise and
care for farm and companion animals in 120 countries. For
more information, visit www.zoetis.com.
DISCLOSURE NOTICES
Forward-Looking Statements: This
press release contains forward-looking statements, which reflect
the current views of Zoetis with respect to business plans or
prospects, future operating or financial performance, expectations
regarding products, future use of cash and dividend payments, and
other future events. These statements are not guarantees of future
performance or actions. Forward-looking statements are subject to
risks and uncertainties. If one or more of these risks or
uncertainties materialize, or if management's underlying
assumptions prove to be incorrect, actual results may differ
materially from those contemplated by a forward-looking statement.
Forward-looking statements speak only as of the date on which they
are made. Zoetis expressly disclaims any obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. A further list and
description of risks, uncertainties and other matters can be found
in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2013, including in the sections thereof captioned
“Forward-Looking Information and Factors That May Affect Future
Results” and “Item 1A. Risk Factors,” in our Quarterly Reports on
Form 10-Q and in our Current Reports on Form 8-K. These filings and
subsequent filings are available online at www.sec.gov,
www.zoetis.com, or on request from Zoetis.
Media:Bill Price, 1-973-443-2742
(o)william.price@zoetis.comElinore White, 1-973-443-2835
(o)elinore.y.white@zoetis.comorInvestor:John O'Connor,
1-973-822-7088 (o)john.oconnor@zoetis.com
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