Nexvet Biopharma : Definitive Proxy Statement

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  Nexvet Biopharma

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On April 13, 2017, Nexvet and Zoetis entered into the Transaction Agreement for the recommended Acquisition of Nexvet by Zoetis through Bidco, whereby Bidco will acquire all of the issued and to be issued ordinary share capital of Nexvet for cash by means of a "scheme of arrangement" under Irish Law. Under the terms of the Acquisition, Nexvet Shareholders will be entitled to receive $6.72 in cash per Nexvet Share.

In connection with the Acquisition, Nexvet is calling two meetings to seek approvals from Nexvet Shareholders. The action to be taken by Nexvet Shareholders in respect of the Meetings is set out at pages 19-23.

Accompanying this document are proxy cards for the two meetings, the Scheme Meeting and the EGM, as further described herein. Nexvet Shareholders who hold in street name may, for administrative reasons, receive a second envelope containing the proxy card for the EGM. Instructions for returning proxy cards are set out at pages 10-11. Please complete and return your proxy cards even if you plan to attend and vote in person at the Scheme Meeting and/or the EGM.

Nexvet Shareholders who hold Nexvet Shares in street name should follow the voting instructions received from their brokerage firm, bank, dealer or other similar organization.

Voting Record Time: 5.00 p.m. (ET/New York time) on May 30, 2017.

This document should be read as a whole. The Nexvet Board has unanimously recommended that you vote in favor of the Resolutions. Information required under Section 452 of the Act is contained in Part 3 (Information Required under Section 452 of the Act -Recommended Acquisition for Cash of Nexvet) of this document.

Capitalized words in this document are, unless otherwise noted, defined in Part 9 (Definitions).

Notices convening the Scheme Meeting and the EGM, both of which will be held at the offices of Matheson, 70 Sir John Rogerson's Quay, Dublin 2, Ireland on July 10, 2017, are set out in parts 10 and 11, respectively. The Scheme Meeting will start at 10:00 a.m. (Irish time). The EGM will start at 10:30 a.m. (Irish time) or, if later, as soon thereafter as the Scheme Meeting, convened for the same date and place, has concluded or been adjourned.

This document is dated June 2, 2017 and is first being mailed to Nexvet Shareholders on or about June 6, 2017.

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

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

Evercore Partners International LLP, which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, and Evercore Group L.L.C., which is a securities broker-dealer registered with the SEC and subject to regulation by the SEC and FINRA, are 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 document, and will not regard any other person as its client in relation to the Acquisition and the other matters referred to in this document 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 matters referred to in this document. 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 document, any statement contained therein or otherwise.