REG-Zoetis Inc. Zoetis to Acquire Nexvet for US$6.72 in Cash Per Share <Origin Href="QuoteRef">ZTS.N</Origin> - Part 2

ZoetisAnnouncement

13/04/2017 14:30

- Part 2: For the preceding part double click  ID:nBw2hg9DYa 

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
2016, Zoetis generated annual revenue of US$4.9 billion with approximately
9,000 employees. For more information, visit www.zoetis.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.zoetis.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.zoetis.com&index=17&md5=062806a5e9a15045fa2a0781630e44e6)
.

Zoetis Bidco is an indirect wholly owned subsidiary of Zoetis.

10. FINANCING OF THE ACQUISITION

10.1 The Consideration payable by Zoetis Bidco under the terms of the
Acquisition will be funded by cash on hand and Zoetis Bidco’s own financial
resources.

10.2 Further information on the Consideration will be set out in the Scheme
Document.

10.3 Goldman Sachs, financial adviser to Zoetis and Zoetis Bidco, is satisfied
that sufficient resources are available to Zoetis Bidco to satisfy in full the
Consideration payable to Nexvet Shareholders under the terms of the
Acquisition.

11. EFFECT OF ACQUISITION ON NEXVET CONVERTIBLE SECURITIES

The Acquisition will extend to any Nexvet Shares unconditionally allotted or
issued pursuant to the Nexvet Plans. Appropriate proposals in respect of the
effect of the Acquisition on the holders of Nexvet Convertible Securities will
be made to such holders at or around the date of despatch of the Scheme
Document and in accordance with the provisions of Rule 15 of the Takeover
Rules.

12. DELISTING AND CANCELLATION OF TRADING

As soon as it is appropriate and possible to do so, and subject to the Scheme
becoming Effective, Zoetis Bidco intends to cause Nexvet to apply for
cancellation of the listing and trading of Nexvet Shares on the NASDAQ.
Subject to any applicable requirements of the NASDAQ, it is anticipated that
the last day of dealing in Nexvet Shares on the NASDAQ will be on or about the
Effective Date. It is intended that Nexvet will be re-registered as a private
company limited by shares under the Act.

13. EXPENSES REIMBURSEMENT AGREEMENT

13.1 Nexvet has entered into an expenses reimbursement agreement, dated 13
April 2017, with Zoetis, the terms of which have been approved by the Panel.
Under the Expenses Reimbursement Agreement, Nexvet has agreed to pay an amount
equal to all documented, specific quantifiable third party costs and expenses
incurred by Zoetis and/or Zoetis Bidco, or on its behalf, for the purpose of,
in preparation for, or in connection with the Acquisition, exploratory work
carried out in contemplation of and in connection with the Acquisition, legal,
financial, accounting and commercial due diligence, arranging financing and
engaging advisers to assist in the process (“Zoetis Reimbursement
Payments”) provided that the gross amount payable to Zoetis shall not, in
any event, exceed such sum as is equal to 1% of the total value of the issued
and to be issued share capital of Nexvet that is the subject of the
Acquisition (the “Cap”). The amount payable by Nexvet to Zoetis under such
provisions of the Expenses Reimbursement Agreement will exclude any amount in
respect of VAT incurred by Zoetis attributable to such third party costs to
the extent that it is recoverable by Zoetis.

13.2 The circumstances in which such payment will be made are:

(a) the Transaction Agreement is terminated:

(i) by Zoetis for the reason that the Nexvet Board or any committee thereof:

(A) withdraws (or modifies in any manner adverse to Zoetis), or failed to make
when required pursuant to the Transaction Agreement, or proposes publicly to
withdraw (or modify in any manner adverse to Zoetis), the Scheme
Recommendation or, if applicable, the recommendation to the holders of Nexvet
Shares from the Nexvet Board to accept the Takeover Offer; or

(B) approves, recommends or declares advisable or proposes publicly to
approve, recommend or declare advisable, any Nexvet Alternative Proposal (it
being understood, for the avoidance of doubt, that the provision by Nexvet to
Zoetis of notice or information in connection with a Nexvet Alternative
Proposal or Nexvet Superior Proposal as required or expressly permitted by the
Transaction Agreement shall not, in and of itself, satisfy this paragraph
(a)(i)(B)); or

(C) discloses a position that is deemed to be a “Nexvet Change of
Recommendation” under Clause 5.2(f) of the Transaction Agreement; or

(ii) by Nexvet, at any time prior to the approval of the Resolutions by Nexvet
Shareholders, in order to enter into any agreement, understanding or
arrangement providing for a Nexvet Superior Proposal; or

(b) all of the following occurring:

(i) prior to the Scheme Meeting, a Nexvet Alternative Proposal is publicly
disclosed or any person shall have publicly announced an intention (whether or
not conditional) to make a Nexvet Alternative Proposal and, in each case, such
disclosure or announcement is not publicly and irrevocably withdrawn without
qualification at least three Business Days before the date of the Scheme
Meeting (it being understood that for this purpose references to “20%” in
the definition of Nexvet Alternative Proposal shall be deemed to refer to
“50%”); and

(ii) the Transaction Agreement is terminated by Zoetis for the reason that
Nexvet shall have breached or failed to perform in any material respect any of
its representations, warranties, covenants or other agreements contained in
the Transaction Agreement, which material breach or failure to perform:

(A) would result in a failure of any of the Conditions; and

(B) if curable, is not cured within 30 days following Zoetis’ delivery of
written notice to Nexvet of such breach or failure to perform (which notice
shall state Zoetis’ intention to terminate the Transaction Agreement
pursuant to Clause 9.1(a)(vi) of the Transaction Agreement and the basis for
such termination); and

(iii) a Nexvet Alternative Proposal is consummated, or a definitive agreement
providing for a Nexvet Alternative Proposal is entered into within twelve
months after such termination and such Nexvet Alternative Proposal is
consummated (in each case, regardless of whether such Nexvet Alternative
Proposal is the same Nexvet Alternative Proposal referred to in paragraph
13.2(b)(i) above); or

(c) all of the following occur:

(i) prior to the Scheme Meeting, a Nexvet Alternative Proposal is publicly
disclosed or any person shall have publicly announced an intention (whether or
not conditional) to make a Nexvet Alternative Proposal and, in each case, such
disclosure or announcement is not publicly and irrevocably withdrawn without
qualification at least three Business Days before the date of the Scheme
Meeting (it being understood that for this purpose references to “20%” in
the definition of Nexvet Alternative Proposal shall be deemed to refer to
“50%”); and

(ii) the Transaction Agreement is terminated by either Nexvet or Zoetis for
the reason that the Scheme Meeting or the EGM shall have been completed and
the Scheme Meeting Resolution or the EGM Resolutions, as applicable, shall not
have been approved by the requisite majority of votes; and

(iii) a Nexvet Alternative Proposal is consummated, or a definitive agreement
providing for a Nexvet Alternative Proposal is entered into within twelve
months after such termination and such Nexvet Alternative Proposal is
consummated (in each case, regardless of whether such Nexvet Alternative
Proposal is the same Nexvet Alternative Proposal referred to in paragraph
13.2(c)(i) above).

13.3 If and to the extent that any relevant Tax Authority correctly determines
that the Zoetis Reimbursement Payment is consideration for a Taxable supply
and that Nexvet is liable to account to a Tax Authority for VAT in respect of
such supply and that all or any part of such VAT is Irrecoverable VAT, then
(a) the amount payable by Nexvet by way of the Zoetis Reimbursement Payment,
together with any Irrecoverable VAT arising in respect of the supply for which
the payment is consideration, shall not exceed the Cap; and (b) to the extent
that Nexvet has already paid an amount in respect of the Zoetis Reimbursement
Payment which exceeds the amount of the Expenses Reimbursement Agreement,
Zoetis shall repay to Nexvet the portion of the Irrecoverable VAT in excess of
the Cap. If Zoetis makes any such repayments to Nexvet, and after making such
a repayment, Nexvet becomes entitled to recover all, or any part, of the
related VAT from the relevant Tax Authority, Nexvet shall notify Zoetis
without delay and, as soon as practicable, repay to Zoetis the lesser of: (a)
the amount recoverable from the Tax Authority; and (b) the sum paid by Zoetis
to Nexvet.

13.4 Evercore and the Nexvet Board have each confirmed in writing to the Panel
that, in the opinion of Evercore and the Nexvet Board (respectively), in the
context of the Note to Rule 21.2 of the Takeover Rules and the Acquisition,
the Expenses Reimbursement Agreement is in the best interests of Nexvet
Shareholders. The Panel has consented to Nexvet entering into the Expenses
Reimbursement Agreement. A copy of the Expenses Reimbursement Agreement will
be furnished by Nexvet with the SEC on Form 8-K and filed by Zoetis with the
SEC on Form 8-K on or around the date of this Announcement.

14. TRANSACTION AGREEMENT

14.1 Nexvet, Zoetis and Zoetis Bidco have entered into a Transaction Agreement
dated 13 April 2017 which contains, amongst other things, certain obligations
and commitments in relation to the implementation of the Acquisition and
provisions in relations to the conduct of Nexvet’s business up to the
Effective Date.

14.2 Further information regarding the Transaction Agreement and a summary of
its principal terms will be set out in the Proxy Statement, including the
Scheme Document. A copy of the Transaction Agreement is set out in Schedule 4
to this Announcement, and a copy of the Transaction Agreement will be filed by
Nexvet with the SEC on Form 8-K and filed by Zoetis with the SEC on Form 8-K
on or around the date of this Announcement.

14.3 The Proxy Statement, which will be filed with the SEC, will contain
important information about the Acquisition (including the Scheme), the
Transaction Agreement, the Scheme Meeting and the EGM

15. IRREVOCABLE UNDERTAKINGS

15.1 Zoetis and Zoetis Bidco has received irrevocable undertakings from
Christopher Brown, George Gunn, Ashraf Hanna, Mark Heffernan, Cormac Kilty,
Joseph McCracken, Rajiv Patel and John Payne, being members of the Nexvet
Board, that they will vote in favour of the Proposals and Resolutions at the
Meetings in their capacity as shareholders (or, in the event that the
Acquisition is implemented by way of an Offer on terms and conditions at least
as favourable, in aggregate, as the Scheme, to accept the Offer or procure
acceptance of the Offer) in respect of their entire beneficial holdings of
Nexvet Shares amounting to, in aggregate, 543,813 Nexvet Shares, representing
approximately 4.6% of the issued and outstanding ordinary share capital of
Nexvet on 12 April 2017 (being the last practicable date prior to the
publication of this Announcement).

15.2 In addition, Zoetis and Zoetis Bidco has received irrevocable
undertakings from certain other Nexvet Shareholders, namely Farallon Capital
Management LLC (acting through related companies), Adage Capital Partners GP
LLC and Broadfin Capital LLC, that they will vote in favour of the Proposals
and Resolutions at the Meetings (or, in the event that the Acquisition is
implemented by way of an Offer on terms and conditions at least as favourable,
in aggregate, as the Scheme, to accept the Offer or procure acceptance of the
Offer) in respect of their entire beneficial holdings of Nexvet Shares
amounting to, in aggregate, 4,570,896 Nexvet Shares, representing
approximately 38.4% of the issued and outstanding ordinary share capital of
Nexvet on 12 April 2017 (being the last practicable date prior to the
publication of this Announcement).

15.3 The irrevocable undertakings from members of the Nexvet Board referred to
above shall lapse upon the occurrence of certain events, namely the earlier to
occur of the following:

(a) the Scheme becoming effective;

(b) if this Announcement is not released by 21 April 2017 or such later date
as Zoetis, Zoetis Bidco and Nexvet may agree; or

(c) the Transaction Agreement is terminated in accordance with its terms.

The irrevocable undertaking from each of the Nexvet Shareholders referred to
above shall lapse upon the occurrence of certain events, namely the earliest
to occur of the following:

(a) the Scheme becoming effective;

(b) if this Announcement is not released by 21 April 2017 or such later date
as Zoetis, Zoetis Bidco and Nexvet may agree;

(c) if any third party shall, in accordance with the Takeover Rules announce a
firm intention to make a general offer to acquire the entire issued and to be
issued share capital of Nexvet (not already owned by such third party) with a
value per ordinary share of Nexvet in cash (or equivalent to cash) of US$7.06
or more; or

(d) the Transaction Agreement is terminated in accordance with its terms.

15.4 Copies of the forms of the irrevocable undertakings referred to above
will be filed by Nexvet with the SEC on Form 8-K and filed by Zoetis with the
SEC on Form 8-K on or around the date of this Announcement.

16. DISCLOSURE OF INTERESTS IN RELEVANT SECURITIES OF NEXVET

16.1 At the date of this Announcement, so far as Zoetis or Zoetis Bidco is
aware, Zoetis or Zoetis Bidco does not hold any Nexvet Shares.

16.2 As at 12 April 2017, which is the last practicable date prior to the date
of this Announcement, none of Zoetis nor Zoetis Bidco nor (so far as Zoetis
and Zoetis Bidco is aware) any other person Acting in Concert with Zoetis or
Zoetis Bidco had any Nexvet Shares or had any interest, or held any short
position, in any Relevant Securities of Nexvet and none of Zoetis nor Zoetis
Bidco nor (so far as Zoetis or Zoetis Bidco is aware) any person Acting in
Concert with Zoetis or Zoetis Bidco has any arrangement to which Rule 8.7
applies relating to Relevant Securities of Nexvet.

16.3 For these purposes, “associate” and “arrangement to which Rule 8.7
applies” have the meanings given to those terms in the Takeover Rules. An
“arrangement to which Rule 8.7 applies” includes any indemnity or option
arrangement, and any agreement or understanding, formal or informal, of
whatever nature, between two or more persons relating to Relevant Securities
which is, or may be, an inducement to one or more of such persons to deal or
refrain from dealing in such securities.

16.4 In the interests of confidentiality, Zoetis, Zoetis Bidco and Goldman
Sachs have made only limited enquiries in respect of certain parties who may
be deemed by the Panel to be Acting in Concert with them for the purposes of
the Acquisition. Enquiries of such parties will be made as soon as practicable
following the date of this Announcement and any disclosure in respect of such
parties will be disclosed to the Panel and included in the Scheme Document.

17. RULE 2.10 DISCLOSURE

In accordance with Rule 2.10 of the Takeover Rules, Nexvet confirms that, as
of 12 April 2017 (being the last practicable date prior to the date of this
Announcement), its issued ordinary share capital comprised of 11,910,615
ordinary shares of $0.125 each (the “Ordinary Shares”). The Ordinary
Shares are admitted to trading on NASDAQ under the ticker symbol NVET. The
International Securities Identification Number for these securities is
IE00BVB38Y49.

Nexvet confirms that as of 12 April 2017, there were 1,766,998 warrants,
638,014 options and 654,041 restricted share units in respect of in aggregate
3,059,053 Nexvet ordinary shares and 400 Nexvet euro deferred shares
outstanding.

18. RULE 30.2 DEROGATION

Rule 30.2 of the Takeover Rules requires that, except with the consent of the
Panel, and subject to Rule 2.7 of the Takeover Rules, Nexvet must dispatch the
Scheme Document to Nexvet Shareholders within 28 days of the announcement of a
firm intention to make an offer, being this Announcement.

On 12 April 2017 the Panel agreed to grant the Parties a derogation from Rule
30.2.

There is a requirement to file the Proxy Statement (which will also contain
the Scheme Document) with the SEC in connection with the Scheme. The
preparation of the Proxy Statement may take more than 28 days. Also, the SEC
may elect to review the Proxy Statement prior to declaring it effective. This
review process may take 60 days or more to complete. Under SEC rules, the
Proxy Statement cannot be dispatched to Nexvet Shareholders until the Proxy
Statement is declared effective by the SEC. The Panel granted the derogation
on the basis that the Scheme Document cannot be dispatched until the Proxy
Statement is declared effective by the SEC. The Scheme Document will be
dispatched to Nexvet Shareholders as soon as practicable after the Proxy
Statement is declared effective.

19. GENERAL

19.1 The Acquisition and the Scheme will be subject to the conditions set out
in Schedule 1, which will also be set out in the Scheme Document, which will
be contained in the Proxy Statement. The Scheme Document will include full
details of the Acquisition and will be accompanied by the appropriate forms of
proxy. These will be despatched as part of the Proxy Statement to Nexvet
Shareholders and, for information only, to holders of Nexvet Convertible
Securities, as soon as practicable, together with notices of the Scheme
Meeting and the EGM and the expected timetable, and will specify the necessary
action to be taken by Nexvet Shareholders. The Acquisition and the Scheme will
be governed by the laws of Ireland and will be subject to the applicable
requirements of the Takeover Rules, the NASDAQ and all other applicable Laws.

19.2 Schedule 2 contains a summary of the sources of information and bases of
calculation for certain items contained in this Announcement.

19.3 Certain definitions and expressions used in this Announcement are set out
in Schedule 3.

19.4 Schedule 4 contains a copy of the Transaction Agreement.

19.5 Zoetis and Zoetis Bidco’s financial adviser is Goldman Sachs. Morgan,
Lewis & Bockius LLP, New York and Arthur Cox, Dublin are providing legal
advice.

19.6 Nexvet’s co-lead advisers are Evercore, which is acting as financial
adviser to Nexvet, including for the purposes of Rule 3 of the Takeover Rules,
and Cowen, which is acting as financial adviser to Nexvet. DLA Piper, Seattle
and Matheson, Dublin are providing legal advice.

This Announcement is being made pursuant to Rule 2.5 of the Takeover Rules.

Publication on Website

19.7 A copy of the Announcement will be made available by Zoetis on its
website free of charge, subject to certain restrictions relating to persons in
Restricted Jurisdictions, at www.zoetis.com/news-and-media
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.zoetis.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.zoetis.com%2Fnews-and-media&index=18&md5=826d44ae969c7f0401f6e4a29e3d31c8)
by no later than 12 noon (Eastern Time), on 14 April 2017. Nexvet will also
make the Announcement and the documents required to be published pursuant to
the Takeover Rules by Nexvet available on its website free of charge, subject
to certain restrictions relating to persons in Restricted Jurisdictions, at
www.nexvet.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.nexvet.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.nexvet.com&index=19&md5=2ec0d5348aa8f1e260f03afeca0b9559)
by no later than 12 noon (Eastern Time), on 14 April 2017.

19.8 Contact Information
 Media Contacts                                                                                                             
                                                                                                                            
 Zoetis and Zoetis Bidco                                                                                                    
                                                                                                                            
 Elinore White                   Tel: +1 973 443 2835       elinore.y.white@zoetis.com (mailto:elinore.y.white@zoetis.com)  
 Bill Price                      Tel: +1 973 443 2742       william.price@zoetis.com (mailto:william.price@zoetis.com)      
                                                                                                                            
 Nexvet                                                                                                                     
                                                                                                                            
 Mark Heffernan                  Tel: +1 415 602 5587       mark.heffernan@nexvet.com (mailto:mark.heffernan@nexvet.com)    
 Damian Lismore                  Tel: +61 417 351 272       damian.lismore@nexvet.com (mailto:damian.lismore@nexvet.com)    
                                                                                                                            
 Investor Contacts                                                                                                          
                                                                                                                            
 Zoetis and Zoetis Bidco                                                                                                    
                                                                                                                            
 Steve Frank                     Tel: +1 973 822 7141       steve.frank@zoetis.com (mailto:steve.frank@zoetis.com)          
                                                                                                                            
                                                                                                                            
 Nexvet                                                                                                                     
                                                                                                                            
 Mark Heffernan                  Tel: +1 415 602 5587       mark.heffernan@nexvet.com (mailto:mark.heffernan@nexvet.com)    
 Damian Lismore                  Tel: +61 417 351 272       damian.lismore@nexvet.com (mailto:damian.lismore@nexvet.com)    
                                                                                                                            
 Financial Adviser Contacts                                                                                                 
                                                                                                                            
 Zoetis and Zoetis Bidco                                                                                                    
                                                                                                                            
 Goldman Sachs                                                                                                              
 Nick Harper                     Tel: +44 20 7774 1000                                                                      
 Jo Natauri                      Tel: +1 212 902 1000                                                                       
                                                                                                                            
 Nexvet                                                                                                                     
                                                                                                                            
 Evercore                                                                                                                   
 John Honts                      Tel: +1 212 857 3100                                                                       
 Simon Elliott                   Tel: +44 20 7653 6000                                                                      
                                                                                                                            
 Cowen and Company                                                                                                          
 George Milstein                 Tel: +1 415 646 7394                                                                       
 Michael Campbell                Tel: +1 415 646 7262                                                                       
                                                                                                                            


19.9 Responsibility for this Announcement

(a) The directors of Zoetis and the directors of Zoetis Bidco accept
responsibility for the information contained in this Announcement other than
the information relating to Nexvet and the directors of Nexvet and members of
their immediate families, related trusts and persons connected with them. To
the best of the knowledge and belief of the directors of Zoetis and the
directors of Zoetis Bidco (who have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

(b) The directors of Nexvet accept responsibility for the information
contained in this Announcement relating to Nexvet and the directors of Nexvet
and members of their immediate families, related trusts and persons connected
with them. To the best of the knowledge and belief of the directors of Nexvet
(who have taken all reasonable care to ensure that such is the case), the
information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.

(c) Goldman Sachs, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting as financial adviser exclusively
for Zoetis and Zoetis Bidco and no one else in connection with the Acquisition
and the other matters referred to in this Announcement, and will not regard
any other person as its client in relation to the Acquisition and the other
matters referred to in this Announcement and will not be responsible to anyone
other than Zoetis and Zoetis Bidco for providing the protections afforded to
clients of Goldman Sachs, nor for providing advice in relation to the
Acquisition or the other matters referred to in this Announcement.

(d) Evercore, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting as financial adviser for Nexvet,
including for the purposes of Rule 3 of the Takeover Rules, and no one else in
connection with the Acquisition and the other matters referred to in this
Announcement and will not regard any other person as its client in relation to
the Acquisition and the other matters referred to in this Announcement and
will not be responsible to anyone other than Nexvet for providing the
protections afforded to clients of Evercore, nor for providing advice in
relation to the Acquisition or the other any matter referred to in this
Announcement. Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Evercore in connection with
this Announcement, any statement contained therein or otherwise.

(e) Cowen, which is a securities broker-dealer registered with the SEC and
subject to regulation by the SEC and FINRA, is acting as financial adviser
for Nexvet and for no one else in connection with the Acquisition and the
other matters referred to in this Announcement, and will not be responsible to
anyone other than Nexvet for providing the protections afforded to clients of
Cowen or for providing advice in relation to the Acquisition and the other
matters referred to in this Announcement.

19.10 Important Information for U.S. Investors

(a) Important Legal Information. In connection with the proposed transactions,
Nexvet will prepare the Proxy Statement (including the Scheme Document) to be
filed with the SEC. When completed, a definitive Proxy Statement and a form of
proxy will be mailed to the shareholders of Nexvet. BEFORE MAKING ANY VOTING
DECISION, NEXVET SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING
THE SCHEME DOCUMENT) CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Nexvet Shareholders will be able to obtain, without
charge, a copy of the Proxy Statement (when available) and other relevant
documents filed with the SEC from the SEC’s website at http://www.sec.gov
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=http%3A%2F%2Fwww.sec.gov&index=20&md5=0d6f42490ae30a354a20fa9d369dc79a)
. Nexvet Shareholders will also be able to obtain, without charge, a copy of
the Proxy Statement (including the Scheme Document) and other relevant
documents (when available) by directing a request by mail or telephone to
Geraldine Farrell, Unit 5, Sragh Technology Park, Rahan Road, Tullamore,
County Offaly, Ireland, telephone: +353 5793 24522, or from Nexvet’s
website, www.nexvet.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.nexvet.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.nexvet.com&index=21&md5=2146dd746e183ebe6f97cdb178a0be56)
.

(b) Participant Information. Information about Nexvet’s directors and
executive officers who may be deemed to participate in the solicitation of
proxies in respect of the proposed transaction is set forth in Nexvet’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2016 and
Nexvet’s proxy statement for Nexvet’s 2016 annual meeting of shareholders.
Nexvet Shareholders may obtain additional information regarding the interests
of Nexvet and its directors and executive officers in the transactions, which
may be different than those of Nexvet Shareholders generally, by reading the
proxy statement and other relevant documents regarding the proposed
transactions, when filed with the SEC.

(c) Nexvet is incorporated under the laws of Ireland. Some or all of the
directors of Nexvet are resident in countries other than the United States. As
a result, it may not be possible for U.S. holders of Nexvet Shares to effect
service of process within the United States upon Nexvet or such directors of
Nexvet or to enforce against any of them U.S. judgements predicated upon the
civil liability provisions of the U.S. securities laws. It may not be possible
to sue Nexvet or its officers or directors in a non-U.S. court for violations
of U.S. securities laws.

19.11 Forward-looking statements

(a) Zoetis and Zoetis Bidco: This Announcement contains forward-looking
statements, which reflect the current views of Zoetis and Zoetis Bidco with
respect to business plans or prospects, future operating or financial
performance, future guidance, future operating models, expectations regarding
products, future use of cash and dividend payments, tax rate and tax regimes,
changes in the tax regimes and laws in other jurisdictions, and other future
events. 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.
Each of Zoetis and Zoetis Bidco expressly disclaim any obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise.

(b) Nexvet: This Announcement contains forward-looking statements including
those regarding Nexvet’s future results of operations and financial
position, ability to access financing on acceptable terms or at all, results
of any current or future pivotal study, future expenditures relating to lead
product candidates, time for completion of any of studies or facilities
upgrades, ability to develop its pipeline of product candidates, business
strategy, prospective products, ability to successfully manufacture its own
product candidates, ability to meet conditions for the receipt of government
grants, time for regulatory submissions, ability to qualify for conditional
licensure or obtain product approvals, research and development costs, timing
and likelihood of success, plans and objectives of management for future
operations, and future results of current and anticipated products. They also
reflect uncertainties as to whether Nexvet Shareholders will approve the
Acquisition, the possibility that competing offers may be made, or other
factors that could cause the Acquisition not to occur. 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. Nexvet expressly disclaims any obligation to
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.

(c) 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 Zoetis or Zoetis Bidco will be able to consummate
the Acquisition; uncertainties as to whether Nexvet Shareholders will provide
the requisite approvals for the Acquisition on a timely basis or at all; the
possibility that competing offers will be made; the possibility that certain
conditions to the consummation of the Acquisition will not be satisfied,
including without limitation obtaining the requisite approval of the Scheme at
the Scheme Meeting; the possibility that shareholders will file lawsuits
challenging the Acquisition, including actions seeking to rescind the Scheme
or enjoin the consummation of the Acquisition; the ability to meet
expectations regarding the accounting and tax treatments of the Acquisition;
changes in relevant tax and other laws or regulations; the integration of
Nexvet being more difficult, time-consuming or costly than expected; the
diversion of Zoetis, Zoetis Bidco and/or Nexvet management time and attention
to issues relating to the Acquisition and integration; operating costs,
customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers, clients
or suppliers) being greater than expected following the Acquisition; the
difficulty retaining certain key employees of Nexvet, Zoetis and Zoetis Bidco
following the Acquisition; the scope, timing and outcome of any ongoing legal
proceedings involving Zoetis, Zoetis Bidco or Nexvet and the impact of any
such proceedings on financial condition, results of operations and/or cash
flows of Zoetis, Zoetis Bidco or Nexvet; the possibility that costs, fees,
expenses or charges Zoetis, Zoetis Bidco and/or Nexvet incur in connection
with the Acquisition are greater than expected; the possibility that the
Scheme may be terminated in circumstances that require Nexvet to reimburse
certain expenses of Zoetis and/or Zoetis Bidco; the ability of Zoetis, Zoetis
Bidco or Nexvet to protect intellectual property and preserve intellectual
property rights; and changes in the economic and financial conditions of the
businesses of Zoetis, Zoetis Bidco or Nexvet.

(d) Further, with regard to Nexvet, a number of important factors could cause
Nexvet’s actual future results and other future circumstances to differ
materially from those expressed in any forward-looking statements. Such
factors include, but are not limited to:

(i) the ability of Nexvet to access capital at affordable rates;

(ii) the inherent risks relating to the clinical development of Nexvet’s
pipeline, and the risks relating to the regulatory, manufacturing and
commercialisation steps required to reach sustained profitability; and

(iii) the significant costs and risks related to achieving the successful
commercialisation of the pipeline. Launching Nexvet’s pipeline would require
investment in large commercial infrastructure with significant associated
upfront costs and risks.

(e) In addition, actual results are subject to other risks and uncertainties
that relate more broadly to Zoetis’ and Nexvet’s overall businesses. With
respect to Zoetis and Zoetis Bidco, a further list and description of risks,
uncertainties and other matters can be found in Zoetis’ Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, including in the
sections thereof captioned “Forward-Looking Statements and Factors That May
Affect Future Results” and “Item 1A. Risk Factors,” in Zoetis’
Quarterly Reports on Form 10-Q and in Zoetis’ Current Reports on Form 8-K.
These filings and subsequent filings are available online at www.sec.gov
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.sec.gov&index=22&md5=6630b11c28f73a00f6d7e861c266b7f5)
, www.zoetis.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.zoetis.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.zoetis.com&index=23&md5=a86319691aea05036b673c1945dcbcec)
, or on request from Zoetis. With respect to Nexvet, additional information
regarding factors that could cause actual results to differ materially from
our expectations expressed in this release include those summarized under Risk
Factors in its reports on Forms 10-Q and 10-K and the other documents filed
from time to time with the SEC.

(f) Any forward-looking statements in this Announcement are based upon
information available to Zoetis, Zoetis Bidco, Nexvet and/or their respective
boards of directors, as the case may be, as of the date of this Announcement
and, while believed to be true when made, may ultimately prove to be
incorrect. Subject to any obligations under applicable Law, rules and
regulations, none of Zoetis, Zoetis Bidco, Nexvet or any member of their
respective boards of directors undertakes any obligation to update any
forward-looking statement whether as a result of new information, future
developments or otherwise, or to conform any forward-looking statement to
actual results, future events, or to changes in expectations. All subsequent
written and oral forward-looking statements attributable to Zoetis, Zoetis
Bidco, Nexvet, their respective boards of directors or any person acting on
behalf of any of them are expressly qualified in their entirety by this
paragraph.

19.12 No Profit Forecast / Asset Valuations

No statement in this Announcement is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Nexvet, Zoetis or Zoetis Bidco as
appropriate. No statement in this Announcement constitutes an asset valuation.

19.13 Disclosure Requirements for Certain Holders of Nexvet Securities

(a) Under the provisions of Rule 8.3 of the Takeover Rules, if any person is,
or becomes, “interested” (directly or indirectly) in, 1% or more of any
class of “relevant securities” of Nexvet, all “dealings” in any
“relevant securities” of Nexvet (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 3.30 p.m. (Eastern Time) on the
“business day” following the date of the relevant transaction. This
requirement will continue until the Offer Period ends. If two or more persons
co-operate on the basis of any agreement, either express or tacit, either oral
or written, to acquire an “interest” in “relevant securities” of
Nexvet, they will be deemed to be a single person for the purpose of Rule 8.3
of the Takeover Rules.

(b) Under the provisions of Rule 8.1 of the Takeover Rules, all “dealings”
in “relevant securities” of Nexvet by Zoetis or Zoetis Bidco, or by any
party acting in concert with any of them, must also be disclosed by no later
than 12 p.m. (Eastern Time) on the “business” day following the date of
the relevant transaction.

(c) A disclosure table, giving details of the companies in whose “relevant
securities” “dealings” should be disclosed, can be found on the Irish
Takeover Panel’s website at www.irishtakeoverpanel.ie
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.irishtakeoverpanel.ie&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.irishtakeoverpanel.ie&index=24&md5=7336a3605eac1ab799670fa3a2b8a2b2)
.

(d) “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.

(e) Terms in quotation marks are defined in the Takeover Rules, which can also
be found on the Irish Takeover Panel’s website www.irishtakeoverpanel.ie
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.irishtakeoverpanel.ie&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.irishtakeoverpanel.ie&index=25&md5=c8d6a2b823e9ef58e26ec56c55f1a9b0)
.

(f) If you are in any doubt as to whether or not you are required to disclose
a dealing under Rule 8, please consult the Irish Takeover Panel’s website at
www.irishtakeoverpanel.ie
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.irishtakeoverpanel.ie&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.irishtakeoverpanel.ie&index=26&md5=f772809918d057393a0ca7a69117708d)
or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax
number +353 1 678 9289.

19.14 Further Information

(a) This Announcement is not intended to, and does not, constitute an offer to
purchase, sell, subscribe for or exchange, or the solicitation of an offer to
purchase, sell, subscribe for or exchange or an invitation to purchase, sell,
subscribe for or exchange any securities or the solicitation of any vote or
approval in any jurisdiction 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 and it is not intended to
and does not constitute or form any part of an offer or invitation to sell or
purchase or subscribe for any securities or a solicitation of an offer to buy
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise.

(b) The release, publication or distribution of this Announcement in or into
certain jurisdictions may be restricted by the laws of those jurisdictions,
including any Restricted Jurisdictions. Accordingly, copies of this
Announcement and all other documents relating to the Acquisition are not
being, and must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction. Persons
receiving such documents (including, without limitation, nominees, trustees
and custodians) should observe these restrictions. Failure to do so may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable Law, the companies involved in the
Acquisition disclaim any responsibility or liability for the violations of any
such restrictions by any person.

(c) The full text of the conditions to which the Acquisition is subject and
reference to certain further terms of the Acquisition are set out in
Schedule 1.

(d) Any response in relation to the Acquisition should be made only on the
basis of the information contained in the Proxy Statement, including the
Scheme Document or any other document by which the Acquisition is made. Nexvet
Shareholders are advised to read carefully the formal documentation in
relation to the proposed Acquisition once the Scheme Document, as part of the
Proxy Statement, has been despatched to them.

(e) This Announcement, which is published jointly by Zoetis, Zoetis Bidco and
Nexvet, is made pursuant to Rule 2.5 of the Takeover Rules.

(f) Zoetis reserves the right to elect to implement the Acquisition by way of
a Takeover Offer as an alternative to the Scheme, subject to the provisions of
the Transaction Agreement and with the Panel’s consent. In such event, the
Acquisition will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments (including an acceptance condition set at 80 per cent of the shares
to which such offer relates or such lesser percentage, being more than 50 per
cent, as Zoetis may, with the consent of the Panel (if required), decide).

(g) Pursuant to Rule 2.6(c) of the Takeover Rules, this Announcement will be
available to Nexvet employees on Nexvet’s website, www.nexvet.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.nexvet.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.nexvet.com&index=27&md5=5c19ee12460c9b848b472e64b54bebbd)
, and to Zoetis Bidco’s employees on Zoetis’ website,
www.zoetis.com/news-and-media
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.zoetis.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.zoetis.com%2Fnews-and-media&index=28&md5=d4a27b6a77b4c95f3dc58df30f10ce04)
. This announcement will be made available on a Zoetis website for the
purposes of the Acquisition (www.zoetis.com/news-and-media
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.zoetis.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.zoetis.com%2Fnews-and-media&index=29&md5=5a1cf2a8b82a927afca9fc168df7e300)
) (subject to certain restrictions relating to persons in Restricted
Jurisdictions).

(h) A copy of the Announcement will be made available by Zoetis on its website
free of charge, subject to certain restrictions relating to persons in
Restricted Jurisdictions, at www.zoetis.com/news-and-media
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.zoetis.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.zoetis.com%2Fnews-and-media&index=30&md5=4a79acf3753236daf098e0f4c08f1fe6)
by no later than 12 noon (Eastern Time), on 14 April 2017. Nexvet will also
make the Announcement and the documents required to be published pursuant to
the Takeover Rules by Nexvet available on its website free of charge, subject
to certain restrictions relating to persons in Restricted Jurisdictions, at
www.nexvet.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.nexvet.com&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=www.nexvet.com&index=31&md5=2bf8dd557683972da6ce63f68a1ceaaa)
by no later than 12 noon (Eastern Time), on 14 April 2017.

(i) Neither the content of any website referred to in this Announcement nor
the content of any website accessible from hyperlinks it is incorporated into,
or forms part of, this Announcement.

19.15 Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, any figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

SCHEDULE 1

CONDITIONS OF THE ACQUISITION AND THE SCHEME

The Acquisition and the Scheme will comply with the Takeover Rules and, where
relevant, the respective rules and regulations of the NASDAQ, the Exchange Act
and the Act and will be subject to the terms and conditions set out in this
Announcement and to be set out in the Scheme Document. The Acquisition and the
Scheme will be governed by the laws of Ireland and subject to the exclusive
jurisdiction of the courts of Ireland.

The Acquisition and Scheme will be subject to the conditions set out in this
Schedule 1 (the “Conditions”).

1. The Acquisition will be conditional upon the Scheme becoming effective and
unconditional by not later than the End Date (or such earlier date as may be
specified by the Panel, or such later date as Zoetis and Nexvet may, with (if
required) the consent of the Panel, agree and (if required) the High Court may
allow).

2. The Scheme will be conditional upon:

(a) the approval of the Scheme by a majority in number of members of each
class of Nexvet Shareholders (including, but not limited to, as may be
directed by the High Court pursuant to Section 450(5) of the Act) representing
at least 75% in value of the Nexvet Shares of that class, at the Voting Record
Time, held by Nexvet Shareholders who are members of that class of Nexvet
Shareholders that are present and voting either in person or by proxy, at the
Scheme Meeting (or at any adjournment of such meeting) held no later than the
End Date;

(b) the EGM Resolutions being duly passed by the requisite majority of Nexvet
Shareholders at the EGM (or at any adjournment of such meeting) held no later
than the End Date;

(c) the sanction by the High Court (with or without modification (but subject
to such modification being acceptable to each of Nexvet and Zoetis)) of the
Scheme pursuant to Sections 449 to 455 of the Act and the confirmation of the
related reduction of capital involved therein by the High Court on or before
the End Date (the date on which the Condition in this paragraph 2(c) is
satisfied, the “Sanction Date”); and

(d) copies of the Court Order and the minute required by Section 86 of the Act
in respect of the reduction of capital (referred to in paragraph 2(c)) being
delivered for registration to the Registrar of Companies and registration of
the Court Order and minute confirming the reduction of capital involved in the
Scheme by the Registrar of Companies on or before the End Date.

3. Nexvet and Zoetis have agreed that, subject to paragraph 6 of this Schedule
1, the Acquisition will also be conditional upon the following matters having
been satisfied or waived on or before the Sanction Date:

(a) save as provided in the Transaction Agreement and in the foregoing
Conditions, there not being any other corporate proceedings, steps or actions
on the part of Nexvet necessary to authorise the consummation of the
Acquisition;

(b) all required Clearances having been obtained and remaining in full force
and effect and all applicable waiting periods having expired, lapsed or been
terminated (as appropriate) in connection with any applicable foreign
investment Laws;

(c) no Governmental Body having instituted or implemented any action,
proceeding, investigation, enquiry or suit or having made, enforced, enacted,
issued or deemed applicable to the Acquisition any statute, regulation or
order or having withheld any consent which would:

(i) make the Acquisition or its implementation, void, illegal or unenforceable
or otherwise, directly or indirectly, materially restrain, revoke, prohibit,
materially restrict or delay the same or impose materially additional or
different conditions or obligations with respect thereto which would,
individually or in the aggregate, have or reasonably be expected to have a
material adverse effect on Zoetis or Nexvet; or

(ii) result in a Material Restraint.

(d) the Transaction Agreement not having been terminated as a consequence of
any of the following events having occurred (such events (including that set
out in the Condition in paragraph 3(e) below) being the events set out in the
Transaction Agreement following the occurrence of which the Transaction
Agreement may be terminated in accordance with its terms):

(i) the Scheme Meeting or the EGM having been completed and the Scheme Meeting
Resolution or the EGM Resolutions, as applicable, not having been approved by
the requisite majorities;

(ii) the Effective Time not having occurred by 5:00 p.m. on the End Date,
provided that the right to terminate the Transaction Agreement is not
exercised by a party to the Transaction Agreement whose breach of any
provision of the Transaction Agreement shall have been the primary cause of
the failure of the Effective Time to have occurred by such time;

(iii) the High Court having declined or refused to sanction the Scheme and the
decision of the High Court not having been appealed;

(iv) an injunction having been entered permanently restraining, enjoining or
otherwise prohibiting the consummation of the Acquisition and having become
final and non-appealable (provided that the right to terminate the Transaction
Agreement is not exercised by a party whose breach of any provision of the
Transaction Agreement shall have been the primary cause of such injunction);

(v) any Zoetis Party having breached or failed to perform in any material
respect any of its covenants or other agreements contained in the Transaction
Agreement or any of its warranties set forth in the Transaction Agreement
having been inaccurate (as of the date of the Transaction Agreement and at and
as of the Sanction Date as though made at and as of the Sanction Date provided
that any warranties that expressly relate to a particular period shall be true
and correct only with respect to such date or period), which material breach,
failure to perform or inaccuracy would result in a failure of any Conditions
and is not reasonably capable of being cured by the End Date (or, if curable,
is not cured within 30 days following Nexvet’s delivery of written notice to
Zoetis of such breach, failure to perform or inaccuracy stating its intention
to terminate the Transaction Agreement and the reasons therefor);

(vi) Nexvet having breached or failed to perform in any material respect any
of its covenants or other agreements contained in the Transaction Agreement or
any of its warranties set forth in the Transaction Agreement having been
inaccurate (as of the date of the Transaction Agreement and at and as of the
Sanction Date as though made at and as of the Sanction Date provided that any
warranties that expressly relate to a particular period shall be true and
correct only with respect to such date or period), which material breach,
failure to perform or inaccuracy would result in a failure of any Conditions
and is not reasonably capable of being cured by the End Date (or, if curable,
is not cured within 30 days following Zoetis’ delivery of written notice to
Nexvet of such breach, failure to perform or inaccuracy stating its intention
to terminate the Transaction Agreement and the reasons therefor);

(vii) a Nexvet Change of Recommendation having occurred or the Nexvet Board or
any committee having withdrawn (or modifying in any manner adverse to Zoetis)
or proposing publicly to withdraw (or modifying in any manner adverse to
Zoetis) the Scheme Recommendation; or

(viii) following Nexvet’s delivery of a Final Recommendation Change Notice,
Nexvet having provided Zoetis with written notice of its termination of the
Transaction Agreement;

(e) the Transaction Agreement not having been terminated by the mutual written
consent of Nexvet and Zoetis.

4. Zoetis shall have delivered to Nexvet a certificate, dated as of the
Sanction Date and signed by an executive officer of Zoetis, certifying on
behalf of Zoetis to the effect that the condition in paragraph 3(d)(v) has
been satisfied.

5. Nexvet shall have delivered to Zoetis a certificate, dated as of the
Sanction Date and signed by an executive officer of Nexvet, certifying on
behalf of Nexvet to the effect that the condition in paragraph 3(d)(vi) has
been satisfied.

6. Subject to the requirements of the Panel:

(a) Nexvet and Zoetis reserve the right (but shall be under no obligation) to
waive (to the extent permitted by applicable Law), in whole or in part, all or
any of the conditions in paragraph 3 (with the exception of paragraphs 3(d)(v)
and 3(d)(vi) (provided that both Parties agree to any such waiver);

(b) Zoetis reserves the right (but shall be under no obligation) to waive, in
whole or in part, the condition in paragraph 3(d)(vi)); and

(c) Nexvet reserves the right (but shall be under no obligation) to waive, in
whole or in part, the condition in paragraph 3(d)(v).

7. The Scheme will lapse unless it is effective and unconditional by not later
than 5:00 p.m., (Eastern Time), on the End Date (or such earlier date as may
be specified by the Panel, or such later date as Nexvet and Zoetis may, with
(if required) the consent of the Panel, agree and (if required) the High Court
may allow.

8. Any references in the Conditions to a Condition being “satisfied” upon
receipt of any order, clearance, approval or consent from a Governmental Body
shall be construed as meaning that the foregoing have been obtained, or where
appropriate, made, terminated or expired in accordance with the relevant
Condition.

9. The Scheme will lapse unless it is effective on or prior to the End Date or
such later date (if any) as Zoetis and Nexvet may agree and (if required) the
Panel and the High Court may allow.

10. If Zoetis Bidco is required to make an offer for Nexvet Shares under the
provisions of Rule 9 of the Takeover Rules, Zoetis Bidco may make such
alterations to any of the Conditions set out above as are necessary to comply
with the provisions of that Rule.

11. Zoetis Bidco reserves the right, subject to the consent of the Panel, to
elect to implement the Acquisition by way of a Takeover Offer as described in
Clause 3.7 of the Transaction Agreement. Without limiting Clause 3.7 of the
Transaction Agreement, in such event, such offer will be implemented on terms
and conditions that are as least as favourable to the Nexvet Shareholders
(except for an acceptance condition set at 80 per cent of the shares to which
such offer relates or such lesser percentage being more than 50 per cent, as
Zoetis Bidco may, with the consent of the Panel (if required), decide) as
those which would apply in relation to the Scheme.

Definitions

For the purposes of this Schedule 1:

“Acquisition” means the proposed acquisition by Zoetis Bidco of Nexvet by
means of the Scheme (as described in this Announcement) or a Takeover Offer
(and any such Scheme or Takeover Offer as it may be 

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