UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 10, 2015 (November 9, 2015)
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Zoetis Inc. |
(Exact name of registrant as specified in its charter) |
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Delaware | | 001-35797 | | 46-0696167 |
(State or other jurisdiction | | (Commission File | | (I.R.S. Employer |
of incorporation) | | Number) | | Identification No.) |
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100 Campus Drive, Florham Park, NJ | | 07932 |
(Address of principal executive offices) | | (Zip Code) |
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(973) 822-7000 |
(Registrant's telephone number, including area code) |
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Not Applicable |
(Former Name or Former Address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 10, 2015, Zoetis Inc. (the Company) completed its previously announced acquisition of Salar Topco AS (TopCo), a privately held Norwegian company, pursuant to a Share Purchase Agreement, dated as of November 2, 2015 (the Purchase Agreement), by and among SalarLux Parent S.à.r.l., a Luxembourg limited liability company (the Sellers’ Representative), Salar Invest AS, a Norwegian limited liability company (together with the Sellers’ Representative, the Sellers), and the Company (the Acquisition). TopCo is a Norwegian holding company and indirect parent company of Pharmaq Holding AS, a Norwegian limited liability company which, together with its subsidiaries, is a leading global animal health company specializing in aquatic health. The Company acquired 100% of the issued share capital of TopCo from the Sellers for an aggregate cash purchase price of US$765 million, adjusted to reflect working capital and net indebtedness as of the closing date.
The descriptions of the Acquisition and the Purchase Agreement contained in this Current Report do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2015 and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On November 9, 2015, the Company borrowed $765,000,000 as a revolving loan (the Revolving Loan) under the Revolving Credit Agreement, dated as of December 21, 2012 (as amended, supplemented or otherwise modified, the (Credit Agreement)), among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the Administrative Agent). Pursuant to the terms of the Credit Agreement, the Revolving Loan matures on December 21, 2017, and is prepayable prior to such date, in whole or in part, without premium or penalty at the election of the Company. After giving effect to the borrowing of the Revolving Loan, availability under the Credit Agreement was $235,000,000.
The Revolving Loan will be used to finance the Acquisition. Additionally, on November 10, 2015, the Company designated the Acquisition a “Material Acquisition” under the Credit Agreement, which resulted in the maximum leverage ratio permitted under the Credit Agreement on the last day of any fiscal quarter temporarily increasing from 3.50x to 4.25x from November 10, 2015 through the fourth full fiscal quarter ending after November 10, 2015.
Item 8.01. Other Events.
On November 10, 2015, the Company and Pharmaq AS issued a press release announcing the completion of the Company's purchase of Pharmaq. A copy of the press release is filed as Exhibit 99.1 to this Current Report and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. | | Description |
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2.1 | | Share Purchase Agreement, dated as of November 2, 2015, by and among SalarLux Parent S.à.r.l., |
| | Salar Invest AS and Zoetis Inc. (incorporated by reference to Exhibit 2.1 to the Company’s |
| | Current Report on Form 8-K filed with the SEC on November 2, 2015) |
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99.1 | | Press Release of Zoetis Inc. and Pharmaq AS issued on November 10, 2015
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ZOETIS INC. |
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By: | | /s/ PAUL HERENDEEN |
Name: | | Paul Herendeen |
Title: | | Executive Vice President and |
| | and Chief Financial Officer |
Dated: November 10, 2015
EXHIBIT INDEX
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Exhibit | | |
Number | | Description |
2.1 | | Share Purchase Agreement, dated as of November 2, 2015, by and among SalarLux Parent S.à.r.l., |
| | Salar Invest AS and Zoetis Inc. (incorporated by reference to Exhibit 2.1 to the Company's |
| | Current Report on Form 8-K filed with the SEC on November 2, 2015) |
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99.1 | | Press Release of Zoetis Inc. and Pharmaq AS issued on November 10, 2015 |
Exhibit 99.1
FOR IMMEDIATE RELEASE:
November 10, 2015
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Zoetis Media Contacts: | | Zoetis Investor Contacts: |
Bill Price | | John O'Connor |
973-443-2742 | | 973-822-7088 |
william.price@zoetis.com | | john.oconnor@zoetis.com |
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Elinore White | | Steve Frank |
973-443-2835 | | 973-822-7141 |
elinore.y.white@zoetis.com | | steve.frank@zoetis.com |
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PHARMAQ Media Contacts: | | |
Tore Valderhaug | | |
+47 99 56 09 25 | | |
tore.valderhaug@pharmaq.com | | |
Zoetis Completes Purchase of PHARMAQ, the Global Leader in Vaccines and
Innovation for Health Products in Aquaculture
FLORHAM PARK, N.J. - November 10, 2015 - Zoetis Inc. (NYSE:ZTS) today announced that it has completed the purchase of PHARMAQ, the global leader in vaccines and innovation for health products in aquaculture, for a price of $765 million on a debt-free basis, having fulfilled all closing requirements.
Zoetis purchased PHARMAQ from a company owned by Permira IV, a fund managed by the global investment firm Permira, which has been the majority owner of the company since 2013.
“We are very pleased to welcome the PHARMAQ team to Zoetis, and we look forward to the future success we can build together as a market leader in aquatic health,” said Zoetis Chief Executive Officer Juan Ramón Alaix. “The PHARMAQ people, products and late-stage pipeline give Zoetis a strong platform for growth in the fastest growing animal health market.”
Zoetis plans to run the PHARMAQ business largely as a stand-alone operation within the company to help maintain its focus on critical customer needs and R&D milestones that will assure continued success.
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 2014, the company generated annual revenue of $4.8 billion. With approximately 10,000 employees worldwide at the beginning of 2015, Zoetis serves veterinarians, livestock producers and people who raise and care for farm and companion animals with sales of its products in 120 countries. For more information, visit www.zoetis.com.
About PHARMAQ
PHARMAQ is the world's leading pharmaceutical company supplying the aquaculture industry, and part of Zoetis, the world leader in animal health. The company provides environmentally sound, safe and efficacious health products to the global aquaculture industry through targeted research and the commitment of dedicated people. The vaccines are manufactured in a state of the art production facility in Overhalla and Oslo, Norway. Administration and research and development activities are based in Oslo with subsidiaries in Norway, Chile, United Kingdom, Vietnam, Turkey, Spain, Panama and Hong Kong. PHARMAQ has approximately 200 employees. The company's products are marketed in Europe, North and South America, and Asia. For further information, please visit our website: www.pharmaq.no/.
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, 2014, 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.
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