Page 31 of 68 – SEC Filing
through a wholly-owned subsidiary, for all of the outstanding Ordinary Shares for $6.72 in cash per Ordinary Share (the “Acquisition“). Such press release states that the Acquisition is to be implemented by means of a scheme of arrangement under Irish law (the “Scheme“), subject to approval by the Company’s shareholders and the Irish High Court and other customary conditions. Such press release is attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2017.
The proposed Acquisition and certain related matters, including the terms of the Transaction Agreement, dated April 13, 2017 (the “Transaction Agreement“), among the Company, Zoetis and Zoetis Belgium SA (“Zoetis Bidco“) setting forth the terms of the Acquisition, are described in further detail in the announcement issued by the Company and Zoetis on April 13, 2017 pursuant to Rule 2.5 of the Irish Takeover Panel Act 1997, Takeover Rules 2013 (the “Irish Takeover Rules“), which announcement is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2017.
In connection with the proposed Acquisition, each Farallon SPV has entered into a Deed of Irrevocable Undertaking, dated April 12, 2017 (each, a “Farallon Deed“), addressed to Zoetis and Zoetis Bidco (together, the “Zoetis Parties“). Each Farallon Deed provides, among other things and subject to the terms and conditions thereof, that during the term of such Farallon Deed the signatory Farallon SPV: (i) will not sell or transfer any of the Ordinary Shares, Warrants or Ordinary Shares acquirable upon the exercise of Warrants, held by it as of April 12, 2017 (its “Subject Shares“); (ii) will not vote in favor of any resolution to approve an acquisition of any securities in the Company by any person other than the Zoetis Parties; and (iii) will vote all of its Subject Shares in favor of approving the Acquisition and the Scheme at any relevant meeting of the Company’s shareholders.
The Farallon Deeds provide that the foregoing obligations of the Farallon SPVs thereunder will lapse on the date on which the Scheme becomes effective, or prior to that date if: (i) any third party shall in accordance with the Irish Takeover Rules announce a firm intention to make a general offer to acquire the entire issued and to-be-issued share capital of the Company (not already owned by such third party) with a value per Ordinary Share in cash (or equivalent to cash) of $7.06 or more; or (ii) the Transaction Agreement is terminated in accordance with its terms. Under the respective Farallon Deeds, each Farallon SPV has granted an irrevocable power of attorney to the members of the board of directors of Zoetis to take such actions as may be reasonably necessary to satisfy such Farallon SPV’s undertakings in respect of its Subject Shares pursuant to its Farallon Deed.
Also in connection with the proposed Acquisition, Patel has entered into a Deed of Irrevocable Undertaking, dated April 12, 2017 (the “Patel Deed” and, together with the Farallon Deeds, the “Deeds“), addressed to the Zoetis Parties. Patel is a party to the Patel Deed solely in his capacity as a shareholder of the Company, in respect of the 9,480 Ordinary Shares held by him as of April 12, 2017. The terms and conditions of the Patel Deed are substantially identical to those of the Farallon Deeds.
The foregoing descriptions of the Deeds are qualified in their entirety by the full terms and conditions of the Deeds. The respective Farallon Deeds are attached hereto as Exhibits 7, 8 and 9, which exhibits are hereby incorporated herein by reference. The Patel Deed is attached hereto as Exhibit 10, which exhibit is hereby incorporated herein by reference.
Except as described above, there are no contracts, arrangements, understandings or
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