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): July 31, 2018
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Zoetis Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35797
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46-0696167
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(State or other jurisdiction
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(Commission File
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(I.R.S. Employer
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of incorporation)
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Number)
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Identification No.)
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10 Sylvan Way, Parsippany, New Jersey
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07054
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(Address of principal executive offices)
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(Zip Code)
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(973) 822-7000
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if changed since last report)
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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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Introductory Note
On July 31, 2018 (the “Closing Date”), Zoetis Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition of Abaxis, Inc., a California corporation (“Abaxis”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 15, 2018, by and among the Company, Abaxis and Zeus Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Abaxis, with Abaxis continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”).
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note, on the Closing Date, the Company completed its previously announced acquisition of Abaxis.
At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, each outstanding share of common stock, no par value, of Abaxis (the “Abaxis Common Stock”) (other than shares, if any, held by Abaxis, the Company, Merger Sub or any of their subsidiaries and shares with respect to which dissenters rights were properly demanded in accordance with the Corporations Code of the State of California) was converted into the right to receive $83.00 in cash, without interest, per share (the “Merger Consideration”).
Additionally, subject to the terms and conditions of the Merger Agreement, certain Abaxis time- and performance-based restricted stock unit awards vested automatically upon the occurrence of the Effective Time in accordance with their existing terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Abaxis Common Stock underlying such awards. All other Abaxis time- and performance-based restricted stock unit awards were cancelled and automatically converted at the Effective Time into time-vesting restricted stock unit awards with respect to shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), with the number of underlying shares adjusted to reflect an exchange ratio based on the closing prices of shares of Company Common Stock and Abaxis Common Stock for the ten full trading days before the closing of the Merger, and on substantially the same terms and conditions (including the time-based vesting schedule) as were applicable to such Abaxis restricted stock unit awards immediately prior to the Effective Time, except that any performance goals underlying such Abaxis performance-based restricted stock unit awards were deemed satisfied as of the Effective Time.
Upon the closing of the Merger, the shares of Abaxis Common Stock, which previously traded under the ticker symbol “ABAX” on the NASDAQ Stock Market (the “NASDAQ”), have ceased trading on, and were delisted from, the NASDAQ.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.
Item 8.01. Other Events
On July 31, 2018, the Company issued a press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The Company intends to file the financial statements of Abaxis required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
(d) Exhibits.
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Exhibit No.
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Description
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Agreement and Plan of Merger by and among Zoetis Inc., Zeus Merger Sub, Inc. and Abaxis, Inc., dated
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as of May 15, 2018 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of
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Zoetis Inc., filed with the U.S. Securities and Exchange Commission on May 16, 2018).
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Press Release of Zoetis Inc., issued on July 31, 2018.
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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, hereunto duly authorized.
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ZOETIS INC.
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By:
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/s/ Heidi C. Chen
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Name:
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Heidi C. Chen
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Title:
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Executive Vice President,
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General Counsel and Corporate Secretary
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Dated: July 31, 2018
Exhibit 99.1
FOR IMMEDIATE RELEASE:
July 31, 2018
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Zoetis Media Contacts
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Zoetis Investor Contact
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Elinore White
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Steve Frank
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1-973-443-2835 (o)
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1-973-822-7141 (o)
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elinore.y.white@zoetis.com
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steve.frank@zoetis.com
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Bill Price
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1-973-443-2742 (o)
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william.price@zoetis.com
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Zoetis Completes Acquisition of Abaxis, a Leading Global Provider
of Veterinary Point-of-Care Diagnostic Instruments
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Announcement follows Abaxis shareholder approval of the transaction
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Enhances Zoetis’ presence in veterinary diagnostics, a category of the animal health industry with approximately 10%
compound annual growth over the last three years
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Purchase price of US $83 per share in cash, or approximately $2.0 billion in aggregate
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PARSIPPANY, N.J. and UNION CITY, CALIF. - July 31, 2018 - Zoetis Inc. (NYSE: ZTS) today announced the completion of the acquisition of Abaxis, a leader in the development, manufacture and marketing of diagnostic instruments for veterinary point-of-care services for $83 per share in cash, or approximately $2.0 billion in aggregate.
The acquisition, which was first announced on May 16, follows the satisfaction of all conditions to the closing, including the receipt of the approval of the acquisition by Abaxis shareholders at a shareholder meeting earlier today. It enhances Zoetis’ presence in veterinary diagnostics, a category of the animal health industry with approximately 10% compound annual growth over the last three years
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“Abaxis, with its VetScan
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family of diagnostic instruments, brings Zoetis experienced colleagues and a proven, competitive platform for growth in diagnostics. By leveraging our global scale and direct customer relationships in approximately 45 countries, we can help Abaxis accelerate that growth in the U.S. and worldwide,” said Juan Ramón Alaix, Chief Executive Officer of Zoetis. “Together, we can bring more veterinarian customers comprehensive solutions to predict, prevent, detect and treat disease in animals.”
Zoetis company executives will comment on the acquisition and provide updated financial guidance at the company’s second quarter 2018 financial results webcast and conference call on August 2, 2018, at 8:30 a.m. (ET). Investors and the public may access the live webcast by visiting the Zoetis website at http://investor.zoetis.com/events-presentations
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A replay of the webcast will be archived and made available by August 2, 2018.
About
Zoetis
Zoetis is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 60 years of experience in animal health, Zoetis discovers, develops, manufactures and markets veterinary vaccines and medicines, complemented by diagnostic products, genetic tests, biodevices and a range of services. Zoetis serves veterinarians, livestock producers and people who raise and care for farm and companion animals with sales of its products in more than 100 countries. In 2017, the company generated annual revenue of $5.3 billion with approximately 9,000 employees. For more information, visit www.zoetis.com.
Cautionary Statement Regarding Forward-Looking Information
Statements included in this communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Zoetis Inc. (“Zoetis”) cautions readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties, include, among others, the following possibilities: the outcome of any legal proceedings that may be instituted against
Zoetis or Abaxis, Inc. (“Abaxis”); the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Zoetis and Abaxis do business; the possibility that the completion of the transaction was more expensive than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the integration of Abaxis successfully; and other factors that may affect future results of Zoetis. Additional factors that could cause results to differ materially from those described above can be found in Zoetis’ Annual Report on Form 10-K for the year ended December 31, 2017, which is on file with the Securities and Exchange Commission (the “SEC”) and in other documents Zoetis files with the SEC.
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Based on internal estimates and publicly available information
