REG-Zoetis Inc. Zoetis to Acquire Nexvet for US$6.72 in Cash Per Share <Origin Href="QuoteRef">ZTS.N</Origin> - Part 3

ZoetisAnnouncement

13/04/2017 14:30

- Part 3: For the preceding part double click  ID:nBw2hg9DYb 

revised, amended or
extended from time to time) (including the payment by Zoetis Bidco of the
aggregate cash consideration pursuant to the Scheme or such Takeover Offer)
pursuant to this Agreement;

“Act” means the Companies Act 2014, all enactments which are to be read as
one with, or construed or read together as one with the Companies Act 2014 and
every statutory modification and re-enactment thereof for the time being in
force;

“Announcement” means this announcement;

“Articles of Association” means the articles of association of Nexvet as
filed with the Registrar of Companies;

“Clearances” means all consents, licences, authorisations, clearances,
approvals, permissions, permits, non-actions, qualifications, orders and
waivers required to be obtained from and issued by, and all registrations,
applications, notices, submissions and filings required to be made with or
provided to, any Person;

“Court Order” means the order or orders of the High Court sanctioning the
Scheme under Section 453 of the Act and confirming the related reduction of
capital that forms part of it under Sections 84 and 85 of the Act;

“Effective Time” means the time on the Effective Date at which the Court
Order and a copy of the minute required by Section 86 of the Act are
registered by the Registrar of Companies or, as the case may be, the Takeover
Offer becomes (or is declared) unconditional in all respects;

“EGM” means the extraordinary general meeting of Nexvet Shareholders (and
any adjournment thereof) to be convened in connection with the Scheme,
expected to be convened as soon as the Scheme Meeting shall have been
concluded (it being understood that if the Scheme Meeting is adjourned, the
EGM shall be correspondingly adjourned);

“EGM Resolutions” means the resolutions to be proposed at the EGM for the
purposes of approving and implementing the Scheme, the related reduction of
capital of Nexvet, changes to the Articles of Association (including as
contemplated by the Transaction Agreement) and such other matters as Nexvet
reasonably determines to be necessary for the purposes of implementing the
Acquisition or, subject to the consent of Zoetis (such consent not to be
unreasonably withheld or delayed), desirable for the purposes of implementing
the Scheme or the Acquisition;

“EMA” means the European Medicines Agency;

“End Date” means the date that is: (i) six months after the date hereof;
or (ii) nine months after the date hereof where the directions hearing of the
High Court (following the approval of the Scheme Resolution) to set a date for
the Court Hearing of the petition to sanction the Scheme and other related
matters (such as advertising requirements) has not been held and concluded by
Monday, July 30 2017 at the latest, or, in either case, 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;

“Exchange Act” means the United States Securities Exchange Act of 1934, as
amended;

“Final Recommendation Change Notice” has the meaning given to that term in
Clause 5.2(e) of the Transaction Agreement;

“FDA” means the United States Food and Drug Administration;

“Governmental Body” means any Irish, United States, foreign or
supranational, federal, state, local or other governmental or regulatory
authority, agency in any jurisdiction, commission, board, body, bureau,
arbitrator, arbitration panel, or other authority, agency, including courts
and other judicial bodies, or any competition, antitrust, foreign investment
review or supervisory body, central bank or other governmental, trade or
regulatory agency or body, securities exchange (including NASDAQ and NYSE) or
any self-regulatory body or authority, including any instrumentality or entity
designed to act for or on behalf of the foregoing, in each case, in any
jurisdiction (provided it has jurisdiction over the applicable Person or its
activities or property), including the Panel, the High Court, the SEC, the
FDA, the USDA, the EMA, the Health Products Regulatory Authority (of Ireland)
and the Irish Department of Agriculture, Food and the Marine;

“High Court” means the High Court of Ireland;

“Ireland” means the island of Ireland, excluding Northern Ireland (the
counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone), and the word
“Irish” shall be construed accordingly;

“Law” means any applicable federal, state, local, municipal, foreign,
supranational or other law, statute, constitution, principle of common law,
resolution, ordinance, code, agency requirement, licence, permit, edict,
binding directive, decree, rule, regulation, judgment, order, injunction,
ruling or requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any Governmental Body;

“Material Restraint” means any requirement of any entity, (including its
Subsidiaries) (a) to divest, hold, separate or otherwise take any action that
limits such entity’s freedom of action, ownership or control with respect
to, or its ability to retain or hold, directly or indirectly, any of its
businesses, assets, equity interests, product lines or properties or any
equity interest in any joint venture held by such entity, (b) to license any
intellectual property of either the Zoetis Group or the Nexvet Group, (c) that
would reasonably be expected to impose any limitation on or result in a
material delay in the ability of Zoetis to acquire, or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares
(or the equivalent) in or to exercise voting or management control over,
Nexvet or any member of the Nexvet Group, (d) that would impose a limitation
on the ability of Zoetis or its Subsidiaries to integrate or co-ordinate its
business, or any part of it, with the business of the Nexvet Group, or (e)
that would result in a member of the Zoetis Group or the Nexvet Group ceasing
to be able to carry on business in any jurisdiction in which it does business
as at the date of this Announcement, which would, individually or in the
aggregate, have or reasonably be expected to have a material adverse effect on
Zoetis or Nexvet;

“NASDAQ” means the NASDAQ Stock Market;

“Nexvet” means Nexvet Biopharma public limited company, a public company
limited by shares incorporated in Ireland under registration number 547923
having its registered office at Unit 5, Sragh Business Park, Rahan Road,
Tullamore, Co. Offaly;

“Nexvet Board” means the board of directors of Nexvet from time to time
and for the time being;

“Nexvet Change of Recommendation” has the meaning given to that term in
Clause 5.2(d)(ii) of the Transaction Agreement;

“Nexvet Group” means Nexvet and all of its Subsidiaries;

“Nexvet Shareholders” means the holders of Nexvet Shares;

“Nexvet Shares” means the existing unconditionally allotted or issued and
fully paid ordinary shares with a nominal value of US$ 0.125 each in the
capital of Nexvet and any further such shares which are unconditionally
allotted or issued before the date on which the Scheme is effective;

“Panel” means the Irish Takeover Panel;

“Parties” means Nexvet, Zoetis and Zoetis Bidco, and “Party” shall
mean either Nexvet, Zoetis or Zoetis Bidco (as the context requires);

“Registrar of Companies” means the Registrar of Companies in Dublin,
Ireland as defined in Section 2 of the Act;

“Sanction Date” has the meaning given to such expression in paragraph 2(c)
of this Schedule 1;

“Scheme” means the proposed scheme of arrangement under Chapter 1 of Part
9 of the Act and the related capital reduction under Sections 84 and 85 of the
Act to effect the Acquisition pursuant to the Transaction Agreement, on the
terms (including the conditions to the Scheme and the Acquisition) and for the
consideration set out in this Announcement and on such other terms and in such
form not being inconsistent therewith as the Parties mutually agree in
writing, including any revision thereof as may be so agreed between the
Parties and, if required, by the High Court;

“Scheme Document” means a document (or relevant sections of the Proxy
Statement comprising the scheme document), including any amendments or
supplements thereto, to be distributed as part of the Proxy Statement to
Nexvet Shareholders and, for information only, to holders of Nexvet
Convertible Securities, containing:

(a) the Scheme;

(b) the notice or notices of the Scheme Meeting and the EGM;

(c) an explanatory statement as required by Section 452 of the Act with
respect to the Scheme;

(d) such other information as may be necessary or appropriate pursuant to the
Act, the Exchange Act or the Takeover Rules (or required by the Panel); and

(e) such other information as Nexvet and Zoetis shall agree, each acting
reasonably;

“Scheme Meeting” means the meeting or meetings of Nexvet Shareholders or,
if applicable, any class or classes of Nexvet Shareholders (including, but not
limited to, as may be directed by the High Court pursuant to Section 450(5) of
the Act) (and any adjournment of any such meeting or meetings) convened by (i)
resolution of the Nexvet Board or (ii) order of the High Court, in either case
pursuant to Section 450 of the Act, to consider and vote on the Scheme Meeting
Resolution;

“Scheme Meeting Resolution” means the resolution to be considered and
voted on at the Scheme Meeting proposing that the Scheme, with or without
amendment (but subject to such amendment being acceptable to each of Nexvet
and Zoetis, except for a technical or procedural amendment which is required
for the proper implementation of the Scheme and does not have a substantive
consequence on the implementation of the Scheme) , be agreed to;

“SEC” means the United States Securities and Exchange Commission;

“Takeover Rules” means the Irish Takeover Panel Act 1997, Takeover Rules
2013;

“Transaction Agreement” means the transaction agreement entered into
between Nexvet, Zoetis and Zoetis Bidco dated 13 April 2017 relating to,
amongst other things, the implementation of the Acquisition as described in
paragraph 14 of this Announcement;

“USDA” means the United States Department of Agriculture;

“Voting Record Time” means the time and date to be specified as the voting
record time for the Scheme Meeting (or any adjournment thereof) in the Scheme
Document;

“Zoetis” means Zoetis Inc., a company incorporated in the United States
having its registered address at 10 Sylvan Way, Parsippany, NJ 07054;

“Zoetis Bidco” means Zoetis Belgium SA, a limited liability company
(société anonyme) incorporated under the laws of Belgium, having its
registered office at rue Laid Burniat 1, B-1348 Louvain-la-Neuve, and
registered in the Crossroads Bank of Enterprises under number 0401.953.350
(RLE Nivelles); and

“Zoetis Group” means, collectively, Zoetis and all of its Subsidiaries,
including Zoetis Bidco.

SCHEDULE 2

Sources and Bases of Information

In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:

a) Unless otherwise stated, the financial information relating to Nexvet is
extracted from the Annual Report on Form 10-K for the fiscal year ended 30
June 2016, the Form 10-Q for the quarterly period ended 30 September 2016 and
the unaudited consolidated balance sheet of Nexvet as of 28 February 2017.

b) The value of the Acquisition is based upon the Consideration due under the
terms of the Acquisition and on the basis of the issued and to be issued share
capital of Nexvet referred to in paragraph (c) below.

c) The issued and to be issued share capital of Nexvet is calculated on the
basis of:

i. the number of issued Nexvet ordinary shares as at the close of business on
12 April 2017 (being the last practicable date prior to the release of this
Announcement), being 11,910,615 Nexvet ordinary shares (excluding treasury
shares); and

ii. the number of Nexvet ordinary shares which may be issued (net of proceeds
payable on the exercise of Nexvet Convertible Securities) on or after the date
of this Announcement and prior to the Effective Date on the exercise of Nexvet
Convertible Securities, which have been granted or are expected to be granted
on or before the Effective Date, amounting in aggregate to 735,915 Nexvet
ordinary shares.

d) Unless otherwise stated, all prices for Nexvet Shares are the Closing Price
for the relevant dates.

e) References to the arrangements in place between Zoetis and Nexvet regarding
an expenses reimbursement agreement are sourced from the terms of the Expenses
Reimbursement Agreement approved by the Panel referred to in paragraph 13.

f) References to the arrangements in place between Zoetis and Nexvet regarding
a transaction agreement are sourced from the terms of the Transaction
Agreement referred to in paragraph 14.

g) References to the voting arrangements in place between Zoetis, Nexvet and
certain Nexvet Shareholders regarding the Acquisition are sourced from the
terms of the irrevocable undertakings referred to in paragraph 15.

SCHEDULE 3

Definitions

1. In this Announcement, save where the context clearly requires otherwise,
the following expressions shall have the following meanings:

“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 revised, amended or
extended from time to time) (including the payment by Zoetis Bidco of the
aggregate cash consideration pursuant to the Scheme or such Takeover Offer)
pursuant to this Agreement;

“Act” means the Companies Act 2014, all enactments which are to be read as
one with, or construed or read together as one with the Companies Act 2014 and
every statutory modification and re-enactment thereof for the time being in
force;

“Acting in Concert” has the meaning given to that term in the Takeover
Panel Act;

“Announcement” means this announcement;

“Articles of Association” means the articles of association of Nexvet as
filed with the Registrar of Companies;

“Business Day” means any day, other than a Saturday, Sunday, public
holiday or a day on which banks in Ireland or in the State of New York are
authorised or required by law or executive order to be closed;

“Buyback Options” means options to purchase Nexvet Shares at an exercise
price of $6.35 per share and an option expiry date of 5:00 p.m. Irish time on
28 February 2018 granted pursuant to Nexvet Options terms of issue and which
are exercisable in respect of 145,069 Nexvet Shares;

“Cancellation Record Time” means the date and time specified in the Scheme
Document as the “Cancellation Record Time”;

“Closing Price” means, with respect to any Trading Day, the last price at
which a Nexvet Share traded during a regular trading session on the NASDAQ on
such day, as reported based on share prices from Bloomberg;

“Concert Parties” means, in relation to any Party, such persons as are
deemed to be Acting in Concert with that Party pursuant to Rule 3.3 of Part A
of the Takeover Rules and such persons as are Acting in Concert with that
Party;

“Conditions” means the conditions to the Scheme and the Acquisition set
forth in Schedule 1, and “Condition” means any one of the Conditions;

“Consideration” means US$6.72 in cash per Nexvet Share cancelled pursuant
to the Scheme;

“Court Order” means the order or orders of the High Court sanctioning the
Scheme under Section 453 of the Act and confirming the related reduction of
capital that forms part of it under Sections 84 and 85 of the Act;

“Cowen” means Cowen and Company LLC;

“Effective” means the Scheme having become effective pursuant to its terms
or if the Acquisition is implemented by way of a Takeover Offer, the Takeover
Offer having become (or having been declared) unconditional in all respects in
accordance with the provisions of the Takeover Offer Documents and the
requirements of the Takeover Rules;

“Effective Date” means (i) the date on which the Scheme becomes effective
in accordance with its terms or (ii) if the Acquisition is implemented by way
of a Takeover Offer, the Takeover Offer having become (or having been
declared) unconditional in all respects in accordance with the provisions of
the Takeover Offer Documents and the requirements of the Takeover Rules;

“EGM” means the extraordinary general meeting of Nexvet Shareholders (and
any adjournment thereof) to be convened in connection with the Scheme,
expected to be convened as soon as the Scheme Meeting shall have been
concluded (it being understood that if the Scheme Meeting is adjourned, the
EGM shall be correspondingly adjourned);

“EGM Resolutions” means the resolutions to be proposed at the EGM for the
purposes of approving and implementing the Scheme, the related reduction of
capital of Nexvet, changes to the Articles of Association (including as
contemplated by the Transaction Agreement) and such other matters as Nexvet
reasonably determines to be necessary for the purposes of implementing the
Acquisition or, subject to the consent of Zoetis (such consent not to be
unreasonably withheld or delayed), desirable for the purposes of implementing
the Scheme or the Acquisition;

“EMA” means the European Medicines Agency;

“End Date” means the date that is: (i) six months after the date hereof;
or (ii) nine months after the date hereof where the directions hearing of the
High Court (following the approval of the Scheme Resolution) to set a date for
the Court Hearing of the petition to sanction the Scheme and other related
matters (such as advertising requirements) has not been held and concluded by
Monday, July 30 2017 at the latest, or, in either case, 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;

“Evercore” means Evercore Partners International LLP;

“Exchange Act” means the United States Securities Exchange Act of 1934, as
amended;

“Expenses Reimbursement Agreement” means the expenses reimbursement
agreement dated 13 April 2017 between Zoetis and Nexvet, the terms of which
have been approved by the Panel, as described in paragraph 13 of this
Announcement;

“FDA” means the United State Food and Drug Administration;

“FINRA” means the Financial Industry Regulatory Authority;

“Goldman Sachs” means Goldman, Sachs & Co. and Goldman Sachs
International (in their capacity as financial adviser to Zoetis);

“Governmental Body” means any Irish, United States, foreign or
supranational, federal, state, local or other governmental or regulatory
authority, agency in any jurisdiction, commission, board, body, bureau,
arbitrator, arbitration panel, or other authority, agency, including courts
and other judicial bodies, or any competition, antitrust, foreign investment
review or supervisory body, central bank or other governmental, trade or
regulatory agency or body, securities exchange (including NASDAQ and NYSE) or
any self-regulatory body or authority, including any instrumentality or entity
designed to act for or on behalf of the foregoing, in each case, in any
jurisdiction (provided it has jurisdiction over the applicable Person or its
activities or property), including the Panel, the High Court, the SEC, the
FDA, the USDA, the EMA, the Health Products Regulatory Authority (of Ireland)
and the Irish Department of Agriculture, Food and the Marine;

“High Court” means the High Court of Ireland;

“Ireland” means the island of Ireland, excluding Northern Ireland (the
counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone), and the word
“Irish” shall be construed accordingly;

"Irrecoverable VAT" in relation to any person, any amount in respect of VAT
which that person (or a member of the same VAT Group as that person) has
incurred and in respect of which neither that person nor any other member of
the same VAT Group as that person is entitled to a refund (by way of credit or
repayment) from any relevant Tax Authority pursuant to and determined in
accordance with section 59 of the Irish Value Added Tax Consolidation Act 2010
and any regulations made under that act or similar provision in any other
jurisdiction;

“Law” means any applicable federal, state, local, municipal, foreign,
supranational or other law, statute, constitution, principle of common law,
resolution, ordinance, code, agency requirement, licence, permit, edict,
binding directive, decree, rule, regulation, judgment, order, injunction,
ruling or requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any Governmental Body;

“Meetings” mean the Scheme Meeting and the EGM, and Meeting means either
of them as the context requires;

“NASDAQ” means the NASDAQ Stock Market;

“Nexvet” means Nexvet Biopharma public limited company, a public company
limited by shares incorporated in Ireland under registration number 547923
having its registered office at Unit 5, Sragh Business Park, Rahan Road,
Tullamore, Co. Offaly;

“Nexvet 2012 Plan” means the Nexvet Employee Share Plan governed by the
Employee Share Plan dated 29 August 2012 adopted by the board of directors of
Nexvet Biopharma Pty Limited on 29 August 2012;

“Nexvet 2013 Australian Plan” means the Nexvet Long Term Incentive Plan
governed by the Long Term Incentive Plan Rules dated 5 November 2013 and
adopted by the board of directors of Nexvet Biopharma Pty Limited on 30
October 2013;

“Nexvet 2013 Plan” means the Nexvet Long Term Incentive Plan governed by
the Long Term Incentive Plan Rules dated 4 September 2014 and adopted by the
Nexvet Board on 18 September 2014;

“Nexvet 2015 Plan” means the Nexvet Biopharma Public Limited Company 2015
Equity Incentive Plan as adopted by the Nexvet Board on 14 October 2014, as
amended by the Nexvet Board on 16 January 2015 and as further amended by the
Compensation Committee (as defined therein) on 2 September 2015;

“Nexvet Alternative Proposal” means any bona fide proposal or bona fide
offer, which proposal or offer may be subject to due diligence, definitive
documentation or both, made by any person (other than a proposal or offer
pursuant to Rule 2.5 of the Takeover Rules by Zoetis or any of its Concert
Parties) for:

(a) a merger, reorganisation, share exchange, consolidation, business
combination, recapitalisation, dissolution, liquidation or similar transaction
involving Nexvet that, if consummated, would result in any Person beneficially
owning shares with more than 20% of the voting power of Nexvet;

(b) the direct or indirect acquisition by any Person of more than 20% of the
value of the assets of the Nexvet Group, taken as a whole; or

(c) the direct or indirect acquisition by any Person of more than 20% of the
voting power or the issued share capital of Nexvet, including any offer or
exchange offer that if consummated would result in any Person beneficially
owning shares with more than 20% of the voting power of Nexvet;

“Nexvet Board” means the board of directors of Nexvet from time to time
and for the time being;

“Nexvet Change of Recommendation” has the meaning given to that term in
Clause 5.2(d)(ii) of the Transaction Agreement;

“Nexvet Convertible Securities” means all issued and outstanding
securities (including, but not limited to, all options, restricted share
units, warrants and/or other convertible securities issued pursuant the Nexvet
Plans) which are convertible, exchangeable or exercisable into Nexvet Shares;

“Nexvet Directors” mean the members of the Nexvet Board;

“Nexvet Group” means Nexvet and all of its Subsidiaries;

“Nexvet Options” means options to purchase Nexvet Shares granted pursuant
to the Buyback Options, the Nexvet 2013 Plan or the Nexvet 2015 Plan;

“Nexvet Plans” means the Nexvet 2012 Plan, the Buyback Options, the Nexvet
2013 Australian Plan, the Nexvet 2013 Plan and the Nexvet 2015 Plan;

“Nexvet Shareholders” means the holders of Nexvet Shares;

“Nexvet Shares” means the existing unconditionally allotted or issued and
fully paid ordinary shares with a nominal value of US$ 0.125 each in the
capital of Nexvet and any further such shares which are unconditionally
allotted or issued before the date on which the Scheme is effective;

“Nexvet Superior Proposal” means a written bona fide Nexvet Alternative
Proposal (where each reference to 20% set forth in the definition of such term
shall be deemed to refer to 50%, but provided that such Nexvet Alternative
Proposal may not be subject to due diligence or definitive documentation
(other than the execution thereof)) that the Nexvet Board determines in good
faith (after consultation with Nexvet’s financial advisers and outside legal
counsel) is more favourable to Nexvet Shareholders than the Acquisition,
taking into account such financial, regulatory, legal, structuring, timing and
other aspects of such proposal as the Nexvet Board considers to be
appropriate;

“NYSE” means the New York Stock Exchange;

“Offer” or “Takeover Offer” means an offer in accordance with
Clause 3.7 of the Transaction Agreement for the entire issued and to be
issued share capital of Nexvet (other than any Nexvet Shares beneficially
owned by any member of Zoetis Group (if any)), including any amendment or
revision thereto pursuant to the Transaction Agreement, the full terms of
which would be set out in the Takeover Offer Documents or (as the case may be)
any revised offer document(s);

“Offer Period” means the period commencing on 13 April 2017 and ending on
the earlier of the date on which the Acquisition becomes Effective and the
date on which the Acquisition lapses or is withdrawn (or such other date at
the Panel may decide or the Takeover Rules dictate);

“Panel” means the Irish Takeover Panel;

“Parties” means Nexvet, Zoetis and Zoetis Bidco, and “Party” shall
mean either Nexvet, Zoetis or Zoetis Bidco (as the context requires);

“Person” or “person” means an individual, group (including a
“group” under Section 13(d) of the Exchange Act), corporation,
partnership, limited liability company, joint venture, association, trust,
unincorporated organisation or other entity or any Governmental Body or any
department, agency or political subdivision thereof;

“Proposals” means the Scheme and other matters relevant thereto to be
considered by Nexvet Shareholders at the Meetings;

“Proxy Statement” means the proxy statement of Nexvet (including any
amendments or supplements thereto), to be filed with the SEC and mailed to
Nexvet Shareholders, comprising (i) the Scheme Document, (ii) the notices of
the Scheme Meeting and EGM, (iii) an explanatory statement as required by
Section 452 of the Act with respect to the Scheme, (iv) such other information
as may be required or necessary pursuant to the Act and the Takeover Rules or
required by the Panel and (v) such other information as Nexvet and Zoetis
agree;

“Registrar of Companies” means the Registrar of Companies in Dublin,
Ireland as defined in Section 2 of the Act;

“Relevant Securities” has the meaning assigned to it by the Takeover
Rules;

“Resolutions” means, collectively, the Scheme Meeting Resolution and the
EGM Resolutions, which will be set out in the Scheme Document;

“Restricted Jurisdiction” means any jurisdiction in, into or from which
the release, publishing or distribution of this Announcement in whole or in
part would or might infringe the laws of that jurisdiction or would or might
require compliance with any governmental or other consent or any registration
or other formality that either party is unable to comply with or regards as
unduly onerous to comply with;

“Scheme” means the proposed scheme of arrangement under Chapter 1 of Part
9 of the Act and the related capital reduction under Sections 84 and 85 of the
Act to effect the Acquisition pursuant to the Transaction Agreement, on the
terms (including the conditions to the Scheme and the Acquisition) and for the
consideration set out in this Announcement and on such other terms and in such
form not being inconsistent therewith as the Parties mutually agree in
writing, including any revision thereof as may be so agreed between the
Parties and, if required, by the High Court;

“Scheme Document” means a document (or relevant sections of the Proxy
Statement comprising the scheme document), including any amendments or
supplements thereto, to be distributed as part of the Proxy Statement to
Nexvet Shareholders and, for information only, to holders of Nexvet
Convertible Securities, containing:

(a) the Scheme;

(b) the notice or notices of the Scheme Meeting and the EGM;

(c) an explanatory statement as required by Section 452 of the Act with
respect to the Scheme;

(d) such other information as may be necessary or appropriate pursuant to the
Act, the Exchange Act or the Takeover Rules (or required by the Panel); and

(e) such other information as Nexvet and Zoetis shall agree, each acting
reasonably;

“Scheme Meeting” means the meeting or meetings of Nexvet Shareholders or,
if applicable, any class or classes of Nexvet Shareholders (including, but not
limited to as may be directed by the High Court pursuant to Section 450(5) of
the Act) (and any adjournment of any such meeting or meetings) convened by (i)
resolution of the Nexvet Board or (ii) order of the High Court, in either case
pursuant to Section 450 of the Act, to consider and vote on the Scheme Meeting
Resolution;

“Scheme Meeting Resolution” means the resolution to be considered and
voted on at the Scheme Meeting proposing that the Scheme, with or without
amendment (but subject to such amendment being acceptable to each of Nexvet
and Zoetis, except for a technical or procedural amendment which is required
for the proper implementation of the Scheme and does not have a substantive
consequence on the implementation of the Scheme), be agreed to;

“Scheme Recommendation” means the unanimous recommendation of the Nexvet
Board that Nexvet Shareholders vote in favour of the Resolutions;

“SEC” means the United States Securities and Exchange Commission;

“Subsidiary” means in relation to any person, any corporation,
partnership, association, trust or other form of legal entity of which such
person directly or indirectly owns securities or other equity interests
representing more than 50% of the aggregate voting power;

“Takeover Offer Documents” means if following the date hereof, Zoetis
elects to implement the Acquisition by way of Takeover Offer in accordance
with Clause 3.7 of the Transaction Agreement, the documents to be despatched
to Nexvet Shareholders and others by Zoetis Bidco containing, amongst other
things, the Takeover Offer, the Conditions (save insofar as not appropriate in
the case of a Takeover Offer, and as amended in such manner as Zoetis and
Nexvet shall determine, and the Panel shall agree, to be necessary to reflect
the terms of the Takeover Offer) and certain information about Zoetis, Zoetis
Bidco and Nexvet and, where the context so admits, includes any form of
acceptance, election, notice or other document reasonably required in
connection with the Takeover Offer;

“Takeover Panel Act” means the Irish Takeover Panel Act 1997, as amended;

“Takeover Rules” means the Irish Takeover Panel Act 1997, Takeover Rules
2013;

“Tax” (or “Taxes” and, with correlative meaning, the term
“Taxable”) means all national, federal, state, local or other taxes
imposed by the United States, Ireland, and any Governmental Body or other Tax
Authority, including income, gain, profits, windfall profits, franchise, gross
receipts, environmental, customs duty, capital stock, severances, stamp,
payroll, universal social charge, pay related social insurance and other
similar contributions, sales, employment, unemployment, disability, use,
property, gift tax, inheritance tax, unclaimed property, escheat, withholding,
excise, production, value added, goods and services, trading, occupancy and
other taxes, duties or assessments of any nature whatsoever, or state aid
related thereto, together with all interest, penalties, surcharges and
additions imposed with respect to such amounts and any interest in respect of
such penalties and additions, whether disputed or not, and any liability in
respect of any of the foregoing items payable by reason of contract,
assumption, transferee or successor liability;

“Tax Authority” means any Governmental Body responsible for the
assessment, collection or enforcement of laws relating to Taxes or for making
any decision or ruling on any matter relating to Tax (including the US
Internal Revenue Service and the Irish Revenue Commissioners);

“Trading Day” means any day on which the NASDAQ is open for business;

“Transaction Agreement” means the transaction agreement entered into
between Nexvet, Zoetis and Zoetis Bidco dated 13 April 2017 relating to,
amongst other things, the implementation of the Acquisition as described in
paragraph 14 of this Announcement;

“USDA” means the United States Department of Agriculture;

“U.S.” or “United States” means the United States of America, its
territories and possessions, any State of the United States of America and the
District of Columbia, and all other areas subject to its jurisdiction;

“US$”, “$” or “USD”, means United States dollars, the lawful
currency of the United States of America;

“VAT” any tax imposed by any member state of the European Community in
conformity with the Directive of the Council of the European Union on the
common system of value added tax (2006/112/EC);

“VAT Group” a group as defined in Section 15 of the Irish Value Added Tax
Consolidation Act 2010 and any similar VAT grouping arrangement in any other
jurisdiction;

“Voting Record Time” means the time and date to be specified as the voting
record time for the Scheme Meeting (or any adjournment thereof) in the Scheme
Document;

“Zoetis” means Zoetis Inc., a company incorporated in the United States
having its registered address at 10 Sylvan Way, Parsippany, NJ 07054;

“Zoetis Bidco” means Zoetis Belgium S.A., a limited liability company
(société anonyme) incorporated under the laws of Belgium, having its
registered office at rue Laid Burniat 1, B-1348 Louvain-la-Neuve, and
registered in the Crossroads Bank of Enterprises under number 0401.953.350
(RLE Nivelles);

“Zoetis Group” means, collectively, Zoetis and all of its Subsidiaries,
including Zoetis Bidco; and

“€”, “EUR” or “euro” means the lawful currency of Ireland.

2. All amounts contained within this Announcement referred to by “€” and
“c” refer to the euro and cent and amounts contained within this
Announcement referred to by “US$” or “$” refer to the U.S. dollar
amounts.

3. Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof. Any reference to
any legislation is to Irish legislation unless specified otherwise.

4. Words importing the singular shall include the plural and vice versa and
words importing the masculine gender shall include the feminine or neutral
gender.

5. All times referred to are U.S. Eastern Time unless otherwise stated.

SCHEDULE 4

Transaction Agreement

DATED APRIL 13, 2017

NEXVET BIOPHARMA PUBLIC LIMITED COMPANY

ZOETIS INC.

ZOETIS BELGIUM S.A.,

__________________________________________

TRANSACTION AGREEMENT

__________________________________________

CONTENTS

1. INTERPRETATION 1

2. RULE 2.5 ANNOUNCEMENT AND SCHEME DOCUMENT 14

3. IMPLEMENTATION OF THE SCHEME 15

4. RULE 15 PROPOSALS 24

5. TARGET AND ZOETIS CONDUCT 26

6. WARRANTIES 30

7. ADDITIONAL AGREEMENTS 51

8. COMPLETION OF ACQUISITION 58

9. TERMINATION 59

10. GENERAL 61

SCHEDULE 1

TARGET CONDUCT 66

SCHEDULE 2

SEVERANCE FORMULA 71

SCHEDULE 3

RULE 2.5 ANNOUNCEMENT 73

THIS AGREEMENT is made on April 13, 2017

BETWEEN:

(1) NEXVET BIOPHARMA PUBLIC LIMITED COMPANY, an Irish public limited company,
having its principal place of business at Unit 5, Sragh Technology Park,
Tullamore, Co. Offaly, Ireland (“Target”);

(2) ZOETIS INC., a Delaware corporation, with a principal place of business
at 10 Sylvan Way, Parsippany, New Jersey 07054 (“Zoetis”); and

(3) ZOETIS BELGIUM S.A., a limited liability company (société anonyme)
incorporated under the laws of Belgium, having its registered office at rue
Laid Burniat 1, B-1348 Louvain-la-Neuve, and registered in the Crossroads Bank
of Enterprises under number 0401.953.350 (RLE Nivelles) (“Zoetis Bidco”)

RECITALS:

(A) Zoetis has agreed to make a proposal to cause Zoetis Bidco to acquire
Target on the terms set out in the Rule 2.5 Announcement (as defined below).

(B) This Transaction Agreement (this “Agreement”) sets out certain matters
relating to the conduct of the Acquisition (as defined below) that have been
agreed by the Parties (as defined below).

(C) The Parties intend that the Acquisition will be implemented by way of the
Scheme (as defined below), although this may, subject to the consent of the
Panel (where required), be switched to a Takeover Offer (as defined below) in
accordance with the terms set out in this Agreement.

IT IS AGREED as follows:

1. Interpretation

1.1 Definitions

In this Agreement, including the Recitals, the following words and expressions
shall have the meanings set opposite them:

“Acquisition” means the proposed acquisition by Zoetis Bidco of Target by
means of the Scheme (as described in the Rule 2.5 Announcement) or a Takeover
Offer (and any such Scheme or Takeover Offer as it may be revised, amended or
extended from time to time) (including the payment by Zoetis Bidco of the
aggregate cash consideration pursuant to the Scheme or such Takeover Offer)
pursuant to this Agreement;

“Act” means the Companies Act 2014, all enactments which are to be read as
one with, or construed or read together as one with the Companies Act 2014 and
every statutory modification and re-enactment thereof for the time being in
force;

“Acting in Concert” has the meaning given to that term in the Takeover
Panel Act;

“Action” means any lawsuit, claim, complaint, action or proceeding before
any Governmental Body;

“Adverse Event” means any adverse event associated with the use of a
Target Product covered by this Agreement, whether or not considered to be
Target Product related, and whether or not the Target Product was used in
accordance with directions, including (i) an adverse event occurring in
animals in the course of the use of a Target Product by a veterinarian or
other animal owner or caretaker, (ii) failure of a Target Product to produce
its expected pharmacological or clinical effect (lack of expected
effectiveness), (iii) an adverse event occurring in humans from exposure
during manufacture, testing, handling or use of a Target Product;

“Affiliate” means in relation to any person, another person that, directly
or indirectly, controls, is controlled by, or is under common control with,
such first person (as used in this definition, “control” (including, with
its correlative meanings, “controlled by” and “under common control
with”) shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies of a person, whether
through the ownership of securities or partnership or other ownership
interests, by Contract or otherwise);

“Agreement” has the meaning given to that term in the Recitals;

“Articles of Association” means the articles of association of Target as
filed with the Registrar of Companies;

“Benefit Plan” means each (i) employee benefit plan (as defined in
Section 3(3) of ERISA, whether or not subject thereto), (ii) bonus, stock
option, stock purchase, stock ownership, restricted stock, equity,
phantom-equity or other equity-based, incentive, deferred compensation,
retirement, pension, profit sharing, retiree medical, life insurance,
supplemental retirement, vacation, medical, dental, vision, prescription,
cafeteria, material fringe benefit, relocation or expatriate benefit,
perquisite, disability, accident, leave, employee assistance, supplemental
unemployment benefit or other compensation or benefit plans, programs,
agreements or arrangements, and (iii) employment, termination, severance,
redundancy, layoff, change in control, salary continuation, transaction bonus,
retention or other plans, programs, agreements or arrangements, in each case
whether written or oral, and whether for the benefit of one individual or more
than one individual;

“Business Day” means any day, other than a Saturday, Sunday, public
holiday or a day on which banks in Ireland or in the State of New York are
authorised or required by law or executive order to be closed;

“Buyback Options” means options to purchase Target Shares at an exercise
price of $6.35 per share and an option expiry date of 5:00 p.m. Irish time on
February 28, 2018 granted pursuant to Target’s options terms of issue and
which are exercisable in respect of 145,069 Target Shares;

“Capitalisation Date” has the meaning given to that term in
Clause 6.1(c)(i);

“Clearances” means all consents, licences, authorisations, clearances,
approvals, permissions, permits, non-actions, qualifications, orders and
waivers required to be obtained from and issued by, and all registrations,
applications, notices, submissions and filings required to be made with or
provided to, any Person;

“Code” means the US Internal Revenue Code of 1986, as amended;

“Completion” means completion of the Acquisition;

“Completion Date” has the meaning given to that term in Clause 8.1(a);

“Concert Parties” means in relation to any Party, such persons as are
deemed to be Acting in Concert with that Party pursuant to Rule 3.3 of Part A
of the Takeover Rules and such persons as are Acting in Concert with that
Party;

“Conditions” means the conditions to the Scheme and the Acquisition set
forth in Schedule 1 to the Rule 2.5 Announcement, and “Condition” means
any one of the Conditions;

“Consideration” means US$6.72 per Target Share;

“Contract” means any legally binding written, oral or other agreement,
amendment, contract, subcontract, lease, understanding, instrument, note,
debenture, indenture, warrant, option, warranty, purchase order, licence,
sublicence, insurance policy or other similar legally binding commitment or
undertaking of any nature;

“Copyrights” means any and all US and foreign copyrights, mask works and
all other rights with respect to software, websites, content, images,
graphics, text, photographs, artwork, audio-visual works, sound recordings,
graphs, drawings, reports, analyses, writings, designs, mask works and other
works of authorship and copyrightable subject matter and all registrations
thereof, applications therefor, and renewals, extensions and reversions
thereof (including moral and economic rights, however denominated);

“Court Hearing” means the hearing by the High Court of the Petition to
sanction the Scheme under Section 453 of the Act;

“Court Order” means the order or orders of the High Court sanctioning the
Scheme under Section 453 of the Act and confirming the related reduction of
capital that forms part of it under Sections 84 and 85 of the Act;

“Data Privacy Rules” has the meaning given to that term in
Clause 6.16.1(m)(xi);

“Disabling Code” has the meaning given to that term in
Clause 6.16.1(m)(ix);

“Effective Date” means (i) the date on which the Scheme becomes effective
in accordance with its terms or (ii) if the Acquisition is implemented by way
of a Takeover Offer, the Takeover Offer having become (or having been
declared) unconditional in all respects in accordance with the provisions of
the Takeover Offer Documents and the requirements of the Takeover Rules;

“Effective Time” means the time on the Effective Date at which the Court
Order and a copy of the minute required by Section 86 of the Act are
registered by the Registrar of Companies or, as the case may be, the Takeover
Offer becomes (or is declared) unconditional in all respects;

“EGM” means the extraordinary general meeting of Target Shareholders (and
any adjournment thereof) to be convened in connection with the Scheme,
expected to be convened as soon as the Scheme Meeting shall have been
concluded (it being understood that if the Scheme Meeting is adjourned, the
EGM shall be correspondingly adjourned);

“EGM Resolutions” means the resolutions to be proposed at the EGM for the
purposes of approving and implementing the Scheme, the related reduction of
capital of Target, changes to the Articles of Association, including as
contemplated by Clause 4.3, and such other matters as Target reasonably
determines to be necessary for the purposes of implementing the Acquisition
or, subject to the consent of Zoetis (such consent not to be unreasonably
withheld or delayed), desirable for the purposes of implementing the Scheme or
the Acquisition;

“EMA” means the European Medicines Agency;

“Encumbrance” means any mortgage, charge, pledge, lien, option,
restriction, assignment, hypothecation, right of first refusal, or offer,
right of pre-emption, or right to acquire or restrict, any adverse claim or
right or third party right or interest, any other encumbrance or security
interest of any kind, and any other type of preferential arrangement
(including, without limitation, title transfer and retention arrangements or
pre-emption rights) having a similar effect;

“End Date” means the date that is: (i) six months after the date hereof;
or (ii) nine months after the date hereof where the directions hearing of the
High Court (following the approval of the Scheme Resolution) to set a date for
the Court Hearing and other related matters (such as advertising requirements)
has not been held and concluded by Monday, July 30, 2017 at the latest, or, in
either case, such later date as Zoetis and Target may, with (if required) the
consent of the Panel, agree and (if required) the High Court may allow;

“ERISA” means the United States Employee Retirement Income Security Act of
1974, as amended;

“Euro Deferred Shares” means the 400 deferred shares with a nominal value
of €100 each in the share capital of Target;

“Exchange Act” means the United States Securities Exchange Act of 1934, as
amended;

“Executive Officers” means the executive officers of Target listed in
Clause 1.1 of the Target Disclosure Letter;

“Existing Policies” has the meaning given to that term in Clause 7.2(c);

“Expenses Reimbursement Agreement” means the expenses reimbursement
agreement dated the date hereof between Zoetis and Target, the terms of which
have been approved by the Panel;

“FDA” means the United States Food and Drug Administration;

“FDA Ethics Policy” has the meaning given to that term in
Clause 6.1(p)(viii);

“Final Recommendation Change Notice” has the meaning given to that term in
Clause 5.2(e);

“Governmental Authorisation” means any Clearance made available by or
under the authority of any Governmental Body or pursuant to any applicable Law
(including any of the foregoing that relate to export control);

“Governmental Body” means any Irish, United States, foreign or
supranational, federal, state, local or other governmental or regulatory
authority, agency in any jurisdiction, commission, board, body, bureau,
arbitrator, arbitration panel, or other authority, agency, including courts
and other judicial bodies, or any competition, antitrust, foreign investment
review or supervisory body, central bank or other governmental, trade or
regulatory agency or body, securities exchange (including NASDAQ and NYSE) or
any self-regulatory body or authority, including any instrumentality or entity
designed to act for or on behalf of the foregoing, in each case, in any
jurisdiction (provided it has jurisdiction over the applicable Person or its
activities or property), including the Panel, the High Court, the SEC, the
FDA, the USDA, the EMA, the Health Products Regulatory Authority (of Ireland)
and the Irish Department of Agriculture, Food and the Marine;

“High Court” means the High Court of Ireland;

“IACUC” has the meaning given to that term in Clause 6.1(p)(i);

“Indebtedness” means any and all (i) indebtedness for borrowed money,
whether current or funded, secured or unsecured, including that evidenced by
notes, bonds, debentures or other similar instruments (and including all
outstanding principal, prepayment premiums, if any, and accrued interest, fees
and expenses related thereto), (ii) amounts owed with respect to drawn
letters of credit, (iii) cash overdrafts, and (iv) outstanding guarantees of
obligations of the type described in clauses (i) through (iii) above;

“Indemnified Parties” and “Indemnified Party” have the meaning given
to those terms in Clause 7.2(a);

“Industrial Instrument” means any award, modern award, collective
agreement, enterprise agreement, transitional instrument or any other form of
agreement made or taken to exist under any industrial law including, without
limitation, the Fair Work (Transitional Provisions and Consequential
Amendments) Act 2009 (Cth) of Australia and the Fair Work Act 2009 (Cth) of
Australia, as amended from time to time;

“Infringement” has the meaning given to that term in Clause 6.16.1(m)(iv)
and “Infringe” shall be construed accordingly;

“Intellectual Property” means all intellectual property rights of any kind
in any jurisdiction throughout the world, whether registered or unregistered,
including all rights, title and interests in, to and concerning: (a) Patents;
(b) Marks; (c) Copyrights; (d) Software, data, databases and compilations of
information; (e) all confidential and proprietary information, including Trade
Secrets, know-how and technical information, including unpatented and
unpatentable inventions, ideas, discoveries, research and development results
and plans, improvements, formulae, flow charts, algorithms, routines,
compositions, formulations, patterns, schematics, designs, drawings,
specifications, plans, compilations, programs, devices, methods, processes,
techniques, technical and non-technical data, manuals, reports, customer and
supplier lists and information, pricing and cost information, business and
marketing research and forecasts, proposals, and personnel information; (f)
all websites and internet domain names and registrations and renewals thereof;
(g) all advertising and promotional materials and product labels; (h) all
social media accounts and content found therein; (i) all other intellectual
property and other proprietary rights; and (j) all copies and tangible
embodiments of the foregoing (in whatever form or medium), and (k) all rights
to sue for and all remedies resulting from, past, present and future
Infringement of the forgoing;

“IP Agreements” has the meaning given to that term in
Clause 6.16.1(m)(iii);

“IPO Options” means options to purchase Target Shares at an exercise price
per share equal to the greater of US$15.00 or the price per share of the
Target Shares at the Target’s initial public offering and granted pursuant
to the Target 2015 Plan;

“Ireland” means the island of Ireland, excluding Northern Ireland (the
counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone), and the word
“Irish” shall be construed accordingly;

“Knowledge” means the actual knowledge, after all reasonable due enquiry,
of and by the Executive Officers;

“Law” means any applicable federal, state, local, municipal, foreign,
supranational or other law, statute, constitution, principle of common law,
resolution, ordinance, code, agency requirement, licence, permit, edict,
binding directive, decree, rule, regulation, judgment, order, injunction,
ruling or requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any Governmental Body;

“Leased Real Property” has the meaning given to that term in
Clause 6.1(q)(ii);

“Material Contract” has the meaning given to that term in
Clause 6.1(j)(i);

“Marks” means all trademarks, service marks, trade dress, logos, trade
names, corporate names, business names, brand names, domain names, design
rights, and other source identifiers, including the goodwill of the business
associated with the foregoing, and all registrations and applications for
registration of the foregoing and extensions, and renewals thereof;

“Maximum Premium” has the meaning given to that term in Clause 7.2(c);

“Moral Rights” has the meaning given to that term in Part IX of the
Copyright Act 1968 (Cwth) of Australia and includes corresponding rights in
jurisdictions outside Australia;

“Most Recent Balance Sheet” means the unaudited consolidated balance sheet
of Target as of February 28, 2017 provided to Zoetis prior to the date hereof;

“NASDAQ” means the NASDAQ Stock Market;

“New Plans” has the meaning given to that term in Clause 7.3(b);

“Notice Period” has the meaning given to that term in Clause 5.2(e);

“NYSE” means the New York Stock Exchange;

“Old Plans” means each Target Benefit Plan in which a Target Employee
participated immediately prior to the Effective Date;

“Open Source Software” means any Software that contains, or is derived in
any manner (in whole or in part) from, any Software that is distributed as
free Software, open source Software or similar licensing or distribution
models, including Software licensed or distributed under any of the licences
or distribution models identified by the Open Source Initiative at
http://www.opensource.org/licences/alphabetical
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.opensource.org%2Flicences%2Falphabetical&esheet=51540683&newsitemid=20170413005680&lan=en-US&anchor=http%3A%2F%2Fwww.opensource.org%2Flicences%2Falphabetical&index=32&md5=228dcc8b4c1878860906979fdde02ced)
, or any similar licence or distribution model;

“Orders” has the meaning given to that term in Clause 6.1(f);

“Organisational Documents” means constitution, articles of association,
articles of incorporation, certificate of incorporation or bylaws or other
equivalent organisational document, as appropriate;

“Owned Real Property” has the meaning given to that term in
Clause 6.1(q)(i);

“Panel” means the Irish Takeover Panel;

“Parties” means Target, Zoetis and Zoetis Bidco, and “Party” shall
mean either Target, Zoetis or Zoetis Bidco (as the context requires);

“Patents” means any and all US and foreign patent rights, including all:
(i) patents (including utility, utility model, plant and design patents, and
certificates of invention); (ii) patent applications, including all
provisional applications, substitutions, continuations, continuations-in-part,
divisions, renewals and all patents granted thereon;
(iii) patents-of-addition, reissues, re-examinations, confirmations,
re-registrations, invalidations, and extensions or restorations by existing or
future extension or restoration mechanisms, including supplementary protection
certificates or the equivalent thereof; and (iv) foreign counterparts of any
of the foregoing;

“Paychex Agreement” has the meaning given to that term in Clause
6.1(n)(ii);

“Paychex Plan” has the meaning given to that term in the definition of
Target Benefit Plan;

“Permitted Encumbrances” means any Encumbrance:

(a) for Taxes or governmental assessments, charges or claims of payment not
yet due and payable, being contested in good faith or which may hereafter be
paid without penalty or for which adequate accruals or reserves have been
established in accordance with US GAAP (where required);

(b) which is disclosed on the Most Recent Balance Sheet of Target or notes
thereto or securing liabilities reflected on such balance sheet;

(c) which was incurred in the ordinary course of business consistent with past
practice since the date of the Most Recent Balance Sheet of Target; or

(d) which would not, individually or in the aggregate, reasonably be expected
to materially impair the value of or the continued use of the applicable
property for the purposes for which the property is currently being used;

“Person” or “person” means an individual, group (including a
“group” under Section 13(d) of the Exchange Act), corporation,
partnership, limited liability company, joint venture, association, trust,
unincorporated organisation or other entity or any Governmental Body or any
department, agency or political subdivision thereof;

“Petition” means the petition to the High Court seeking the Court Order;

“Preferred Shares” means the 10,000,000 undesignated preferred shares with
a nominal value of US$0.01 each in the share capital of Target;

“Proxy Statement” has the meaning given to that term in Clause 3.1;

“Recall” has the meaning given to that term in Clause 6.1(p)(iii);

“Registrar of Companies” means the Registrar of Companies in Dublin,
Ireland as defined in Section 2 of the Act;

“Regulation S-K” means Regulation S-K promulgated under the Securities
Act;

“Regulatory Information Service” means a regulatory information service as
defined in the Takeover Rules;

“Representatives” means in relation to any person, the directors,
officers, employees, agents (excluding any brand licensing agents), investment
bankers, financial advisers, legal advisers, accountants, brokers, finders,
consultants or representatives of such person;

“Resolutions” means collectively, the Scheme Meeting Resolution and the
EGM Resolutions, which will be set out in the Scheme Document;

“Rule 2.5 Announcement” means the announcement to be made by the Parties
pursuant to Rule 2.5 of the Takeover Rules, a copy of which is annexed to
this Agreement at Schedule 3;

“Rule 15 Consideration” has the meaning given to that term in Clause
4.1(b);

“Rule 15 Proposals” means the proposals to be made to the holders of the
Target Convertible Securities in accordance with Clause 4.1 of this Agreement
for the purpose of complying with Rule 15 of the Takeover Rules;

“Sanction Date” means the date of sanction of the Scheme pursuant to
Sections 449 to 455 of the Act and confirmation of the related reduction of
capital involved therein by the High Court;

“Sarbanes-Oxley Act” has the meaning given to that term in
Clause 6.1(k)(v);

“Scheme” means the proposed scheme of arrangement under Chapter 1 of Part
9 of the Act and the related capital reduction under Sections 84 and 85 of the
Act to effect the Acquisition pursuant to this Agreement, on the terms
(including the Conditions) and for the consideration set out in the Rule 2.5
Announcement and on such other terms and in such form not being inconsistent
therewith as the Parties mutually agree in writing, including any revision
thereof as may be so agreed between the Parties and, if required, by the High
Court;

“Scheme Document” means a document (or relevant sections 

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