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Recommended Acquisition for Cash by
A WHOLLY-OWNED INDIRECT SUBSIDIARY OF
to be implemented by means of a scheme of arrangement under
Chapter 1 of Part 9 of the Irish Companies Act 2014
Announcement relating to the outcome of the Court Sanction Hearing
The court sanction hearing in relation to the Scheme (the “Court Sanction Hearing”) was held earlier today at which the
Completion of the Acquisition remains subject to the following condition which is set out in the definitive proxy statement dated
Accordingly, the Scheme is expected to take effect on
In connection with the completion of the Acquisition, Nexvet intends to request that the NASDAQ (i) suspend the trading of Nexvet's ordinary shares on the NASDAQ before the market opens on the effective date of the Scheme, and (ii) file with the
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
Cautionary Statement Regarding Forward-Looking Statements
This announcement may contain forward-looking statements. All statements other than historical facts are forward-looking statements, including statements regarding anticipated future results, or other non-historical facts. They may be identified by the words “will”, “may”, “could”, “would”, “to be”, “might”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “future”, “positioned”, “potential”, “intend”, “continue”, “remain”, “scheduled”, “outlook”, “set to”, “subject to”, “upcoming”, “target” or similar expressions. These statements are based on current views, expectations, estimates and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. If one or more of these risks or uncertainties materialise, or if underlying views, expectations, estimates or assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement.
Factors that could cause or contribute to such differences include, but are not limited to: uncertainties as to the timing of the Acquisition; uncertainties as to whether
In addition, actual future results and other future circumstances of Nexvet are subject to other risks and uncertainties that relate more broadly to Nexvet’s business, including its future results of operations and financial position; its ability to continue as a going concern; its ability to execute its business strategy, including obtaining successful pivotal study results, developing its pipeline of product candidates, completing facilities upgrades, manufacturing its own product candidates, meeting conditions for the receipt of government grants, making timely regulatory submissions, and qualifying for conditional licensure or obtaining product approvals; and those risks and uncertainties discussed in Nexvet’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents on file with the
Furthermore, actual future results and other future circumstances of
There may be additional risks that Nexvet,
Forward-looking statements speak only as of the date on which they are made. Nexvet,
Statements Required by the Irish Takeover Rules
The Nexvet Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Nexvet Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire or subscribe for any securities pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities, in any jurisdiction in contravention of applicable Law. This announcement does not constitute a prospectus or an equivalent document.
Important Additional Information about the Acquisition and Where to Find It
Rule 8 Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of the Company, all “dealings” in any “relevant securities” of the Company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by not later than
Under the provisions of Rule 8.1 of the Takeover Rules, all “dealings” in “relevant securities” of the Company by
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, can be found on the
“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks above are defined in the Takeover Rules, which can be found on the
If you are in any doubt as to whether you are required to disclose a “dealing” under Rule 8, please consult the
Certain capitalised words used in this announcement and not herein defined have the meanings given to such words in the Definitive Proxy Statement.
A copy of this announcement and the documents required to be published pursuant to the Takeover Rules by Nexvet, will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on the Nexvet website at www.nexvet.com by no later than
FURTHER INFORMATION Investors
Hershel Berry Blueprint Life Science Group+1 415-375-3340 Ext. 1 firstname.lastname@example.org Company Damian LismoreCFO, Nexvet Biopharma plc+61 417-351-272 (Aus.) email@example.com
Unit 5, Sragh Technology Park
Rahan Road, Tullamore
Co. Offaly, R35 FR98
P: + 353 5793 24522
Level 8, 31 Queen Street
P: +61 (3) 9610 4400
275 Post Street
San Francisco, CA 94108