13D Filing: Farallon Capital and Nexvet Biopharma PLC (NVET)

EXHIBIT 7

to

SCHEDULE 13D

DEED OF IRREVOCABLE UNDERTAKING

10 Sylvan Way,

Parsippany, NJ 07054

and

Zoetis Belgium SA

rue Laid Burniat 1,

B-1348 Louvain-la-Neuve,

(together, “Zoetis“)

 12 April 2017

Dear Sirs

ACQUISITION OF NEXVET BIOPHARMA PLC BY ZOETIS

We refer to the proposed acquisition of Nexvet Biopharma plc (the “Company“) by Zoetis.  Under the proposed transaction, Zoetis will acquire the entire issued and to be issued share capital of the Company substantially on the terms and subject to the conditions set out in the draft press announcement attached as Annexure A to this undertaking (the “Press Announcement“) and on such additional terms and subject to such additional conditions as may be required to comply with any Applicable Requirements (as defined in paragraph 13, below) (the “Transaction“).

We understand that the Transaction is proposed to be implemented by way of the Scheme (as further defined in paragraph 13, below) and that it is proposed that the terms of the Scheme will be contained in a document prepared and issued by the Company addressed, inter alia, to the shareholders of the Company that would comprise both a proxy statement of the Company and a scheme circular for the purpose of the Irish Takeover Panel Act 1997, Takeover Rules, 2013 (the “Scheme Document“).

This undertaking sets out the terms and conditions on which we will vote in favour of the Transaction and the Scheme.

1.	Shareholdings

We represent and warrant to you that:

1.1	We are the registered holder and beneficial owner of 833,845 ordinary shares in the Company and that we hold these free of any encumbrances or third party rights of any kind whatsoever (the “Company Shares“);

1.2	We are the beneficial owner of 0 ordinary shares in the Company (other than those set out in paragraph 1.1 above) and that we hold these free of any encumbrances or third party rights of any kind whatsoever (the “Beneficial Shares“);