8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 31, 2017

Date of report (Date of earliest event reported)

Nexvet Biopharma

public limited company

(Exact Name of Registrant as Specified in Its Charter)

Ireland	001-36828	98-1205017
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Unit 5, Sragh Technology Park

Rahan Road, Tullamore

Co. Offaly, R35 FR98, Ireland

(Address of principal executive offices, including zip code)

+353 5793 24522

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

INTRODUCTORY NOTE

On July 31, 2017, Nexvet Biopharma public limited company (“Nexvet”) completed a transaction by which Zoetis Inc. (“Zoetis”), through its indirect wholly owned subsidiary Zoetis Belgium S.A. (“Bidco”), acquired 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 (the “Acquisition”). The Acquisition was pursuant to a Transaction Agreement dated April 13, 2017 by and among Nexvet, Zoetis and Bidco (the “Transaction Agreement”). As a result of the Acquisition, Nexvet became a wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Zoetis.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information in the Introductory Note and Item 5.01 below is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 31, 2017, in connection with the completion of the Acquisition, Nexvet notified NASDAQ Stock Market LLC of its intent to remove its ordinary shares (the “Nexvet Shares”) from listing and requested the filing of a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) in order to delist and deregister the Nexvet Shares. Nexvet will file with the SEC a Form 15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of the Nexvet Shares and the suspension of its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

As of the effective time of the Acquisition (the “Effective Time”), holders of Nexvet Shares became entitled to receive $6.72 per share (without interest and less any applicable withholding taxes) (the “Consideration”) in return for the cancellation or (if applicable) transfer of their Nexvet Shares.

As of the Effective Time, outstanding and unexercised options (“Nexvet Options”) and restricted stock units (“Nexvet RSUs”) of Nexvet, whether vested or unvested, were automatically cancelled and terminated and are no longer exercisable for or convertible into Nexvet Shares, provided that any Nexvet Option or Nexvet RSU (whether or not vested) with an exercise or conversion price per Nexvet Share less than the Consideration was converted into the right of the holder thereof to receive $6.72 less such exercise or conversion price (without interest and less any applicable withholding taxes).

Outstanding warrants to acquire Nexvet ordinary shares (“Nexvet Warrants”) will remain in existence (subject to their terms) following the Effective Time, but any share in the capital of Nexvet issued upon exercise of Nexvet Warrants will be immediately acquired by Bidco from the holder of the Nexvet Warrant for the Consideration.

Item 5.01. Changes in Control of Registrant.

The information in the Introductory Note and Item 5.02 below is incorporated herein by reference.

On July 31, 2017, Zoetis, through Bidco, acquired 100% of the voting securities of Nexvet through the Acquisition. The aggregate Consideration paid in connection with the Acquisition was approximately US$85 million. The Consideration paid by Bidco was funded by cash on hand and Bidco’s own financial resources.

The description of the Acquisition and the Transaction Agreement contained in this current report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement. A copy of the Transaction Agreement was attached as Exhibit 2.1 to the current report on Form 8-K filed by Nexvet with the SEC on April 18, 2017 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

In connection with the Acquisition and as of the Effective Time, each of Christopher Brown, George Gunn, Ashraf Hanna, Mark Heffernan, Cormac Kilty, Joseph McCracken, Rajiv Patel and John Payne resigned as members of the board of directors of Nexvet (the “Nexvet Board”). These resignations were in connection with the Acquisition and were not due to any disagreement or dispute with Nexvet on any matter.

A copy of the resignation letters of Christopher Brown, George Gunn, Ashraf Hanna, Mark Heffernan, Cormac Kilty, Joseph McCracken, Rajiv Patel, and John Payne are attached as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, and 99.8, respectively, to this current report on Form 8-K and are incorporated herein by reference. In connection with the Acquisition and following the Effective Time, Zoetis has appointed certain employees of Zoetis to serve as the directors of Nexvet.

In connection with the Acquisition and as of the Effective Time, Mark Heffernan will no longer be serving as Chief Executive Officer of Nexvet, Damian Lismore will no longer be serving as Chief Financial Officer of Nexvet, Geraldine Farrell will no longer be serving as Vice President and General Counsel of Nexvet, and Jürgen Horn will no longer be serving as Chief Product Development Officer of Nexvet.

Item 8.01. Other Events.

On July 28, 2017, Nexvet issued a press release announcing the results of the final hearing by the Irish High Court regarding the Acquisition (the “Rule 17(d) Announcement”). On July 31, 2017, Nexvet issued a press release announcing the completion of the Acquisition (the “Rule 17(e) Announcement”). Copies of these press releases are attached as Exhibit 99.9 and 99.10, respectively, to this current report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Resignation letter of Christopher Brown.
99.2	Resignation letter of George Gunn.
99.3	Resignation letter of Ashraf Hanna.
99.4	Resignation letter of Mark Heffernan.
99.5	Resignation letter of Cormac Kilty.
99.6	Resignation letter of Joseph McCracken.
99.7	Resignation letter of Rajiv Patel.
99.8	Resignation letter of John Payne.
99.9	Press Release dated July 28, 2017 regarding Rule 17(d) Announcement.
99.10	Press Release dated July 31, 2017 regarding Rule 17(e) Announcement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Nexvet Biopharma public limited company
By:	/s/ Damian Lismore
Name:	Damian Lismore
Its:	Authorized officer

Date: July 31, 2017

EXHIBIT INDEX

Exhibit	Description
99.1	Resignation letter of Christopher Brown.
99.2	Resignation letter of George Gunn.
99.3	Resignation letter of Ashraf Hanna.
99.4	Resignation letter of Mark Heffernan.
99.5	Resignation letter of Cormac Kilty.
99.6	Resignation letter of Joseph McCracken.
99.7	Resignation letter of Rajiv Patel.
99.8	Resignation letter of John Payne.
99.9	Press Release dated July 28, 2017 regarding Rule 17(d) Announcement.
99.10	Press Release dated July 31, 2017 regarding Rule 17(e) Announcement.

EX-99.1

Exhibit 99.1

The Directors

Nexvet Biopharma Public Limited Company

Nexvet Australia Pty Ltd

Nexvet US Inc

Nexvet Ireland Limited

NVIP Pty Ltd

Tevxen Limited (together, the “Companies”)

Dear Sirs

I, Christopher Brown of 330A Canterbury Road, St. Kilda West, Victoria 3182, Australia, hereby resign as a director of the Companies with effect from the Effective Time (as defined in the proxy statement (incorporating the scheme circular) dated 2 June 2017 and first despatched to shareholders of Nexvet Biopharma plc on 5 June 2017 (the “Definitive Proxy Statement”)).

I hereby confirm that such resignations are without any claim or right of action of any nature whatsoever outstanding against the Companies or any member of the Nexvet Group (as defined in the Definitive Proxy Statement) or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the resignations; provided, that nothing herein operates to release any claims or rights in respect of my current month’s director’s fees which are due for payment and my entitlement to $36,000 in lieu of LTI awards due to me as of 1 July 2017 in accordance with the prevailing Parent policy for director remuneration, or in respect of indemnification, insurance or similar rights provided by the Companies. My resignations are in connection with the Acquisition (as defined in the Definitive Proxy Statement) and not due to any disagreement or dispute with the Companies.

With respect to the Irish incorporated companies, Nexvet Biopharma Public Limited Company, Nexvet Ireland Limited and Tevxen Limited (together, the “Irish Companies”), I hereby request that you amend the register of directors and secretaries of each of the Irish Companies accordingly and, pursuant to section 149(8) of the Companies Act 2014, send notifications of my resignation as a director of each of the Irish Companies to the Registrar of Companies in the prescribed form within 14 days of the Effective Time (as defined above).

SIGNED AND DELIVERED as a deed
by CHRISTOPHER BROWN
in the presence of:
	/s/ Christopher Brown
	CHRISTOPHER BROWN
/s/
(Witness’s signature)
/s/
(Witness’s address)
/s/
(Witness’s occupation)
Dated: 30 July 2017

EX-99.2

Exhibit 99.2

The Directors

Nexvet Biopharma Public Limited Company (the “Company”)

Unit 5 Sragh Business Park

Rahan Road

Tullamore

County Offaly

Dear Sirs

I, George William Gunn of Gottardstrasse 4, 6490 Andermatt, Uri, Switzerland, hereby resign as a director of the Company with effect from the Effective Time (as defined in the proxy statement (incorporating the scheme circular) dated 2 June 2017 and first despatched to shareholders of Nexvet Biopharma plc on 5 June 2017 (the “Definitive Proxy Statement”)).

I hereby confirm that such resignation is without any claim or right of action of any nature whatsoever outstanding against the Company or any member of the Nexvet Group (as defined in the Definitive Proxy Statement) or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the resignation; provided, that nothing herein operates to release any claims or rights in respect of my current month’s director’s fees which are due for payment and my entitlement to $36,000 in lieu of LTI awards due to me as of 1 July 2017 in accordance with the prevailing Company policy for director remuneration, or in respect of indemnification, insurance or similar rights provided by the Company. My resignation is in connection with the Acquisition (as defined in the Definitive Proxy Statement) and not due to any disagreement or dispute with the Company.

I hereby request that you amend the register of directors and secretaries of the Company accordingly and, pursuant to section 149(8) of the Companies Act 2014, send a notification of my resignation as a director of the Company to the Registrar of Companies in the prescribed form within 14 days of the Effective Time (as defined above).

SIGNED AND DELIVERED as a deed
by GEORGE WILLIAM GUNN
in the presence of:
	/s/ George William Gunn
	GEORGE WILLIAM GUNN
/s/
(Witness’s signature)
/s/
(Witness’s address)
/s/
(Witness’s occupation)
Dated: 30 July 2017

EX-99.3

Exhibit 99.3

The Directors

Nexvet Biopharma Public Limited Company (the “Company”)

Unit 5 Sragh Business Park

Rahan Road

Tullamore

County Offaly

Dear Sirs

I, Ashraf Elfar Hanna of 25 Sunrise Ct., Menlo Park, California, 94025, United States, hereby resign as a director of the Company with effect from the Effective Time (as defined in the proxy statement (incorporating the scheme circular) dated 2 June 2017 and first despatched to shareholders of Nexvet Biopharma plc on 5 June 2017 (the “Definitive Proxy Statement”)).

I hereby confirm that such resignation is without any claim or right of action of any nature whatsoever outstanding against the Company or any member of the Nexvet Group (as defined in the Definitive Proxy Statement) or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the resignation; provided, that nothing herein operates to release any claims or rights in respect of my current month’s director’s fees which are due for payment and my entitlement to $36,000 in lieu of LTI awards due to me as of 1 July 2017 in accordance with the prevailing Company policy for director remuneration, or in respect of indemnification, insurance or similar rights provided by the Company. My resignation is in connection with the Acquisition (as defined in the Definitive Proxy Statement) and not due to any disagreement or dispute with the Company.

I hereby request that you amend the register of directors and secretaries of the Company accordingly and, pursuant to section 149(8) of the Companies Act 2014, send a notification of my resignation as a director of the Company to the Registrar of Companies in the prescribed form within 14 days of the Effective Time (as defined above).

SIGNED AND DELIVERED as a deed
by ASHRAF ELFAR HANNA
in the presence of:
	/s/ Ashraf Elfar Hanna
	ASHRAF ELFAR HANNA
/s/
(Witness’s signature)
/s/
(Witness’s address)
/s/
(Witness’s occupation)
Dated: 30 July 2017

EX-99.4

Exhibit 99.4

The Directors

Nexvet Biopharma Public Limited Company (the “Parent”)

Nexvet Australia Pty Ltd

Nexvet US Inc

BioNua Limited

Nexvet Ireland Limited

NVIP Pty Ltd

Tevxen Limited (together, the “Companies”)

Dear Sirs

I, Mark Heffernan of 1A Gwynne Street, Hamlyn Heights, Victoria 3215, Australia, hereby resign as a director of the Companies with effect from the Effective Time (as defined in the proxy statement (incorporating the scheme circular) dated 2 June 2017 and first despatched to shareholders of Nexvet Biopharma plc on 5 June 2017 (the “Definitive Proxy Statement”)). I acknowledge that in connection with the Acquisition (as defined in the Definitive Proxy Statement) the position of Chief Executive Officer of the Parent is being made redundant.

I hereby confirm that such resignations with respect to my directorships are without any claim or right of action of any nature whatsoever outstanding against the Companies or any member of the Nexvet Group (as defined in the Definitive Proxy Statement) or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the resignations; provided, that nothing herein operates to release any claims or rights connected to my employment by Nexvet US, Inc. and my services provided in Australia, or in respect of indemnification, insurance or similar rights provided by the Companies. My resignations are in connection with the Acquisition and not due to any disagreement or dispute with the Companies.

With respect to the Irish incorporated companies, Nexvet Biopharma Public Limited Company, Nexvet Ireland Limited, BioNua Limited and Tevxen Limited (together, the “Irish Companies”), I hereby request that you amend the register of directors and secretaries of each of the Irish Companies accordingly and, pursuant to section 149(8) of the Companies Act 2014, send notifications of my resignation as a director of each of the Irish Companies to the Registrar of Companies in the prescribed form within 14 days of the Effective Time (as defined above).

SIGNED AND DELIVERED as a deed by MARK HEFFERNAN in the presence of:
	/s/ Mark Heffernan
	MARK HEFFERNAN
/s/
(Witness’s signature)
/s/
(Witness’s address)
/s/
(Witness’s occupation)

Dated: 30 July 2017

EX-99.5

Exhibit 99.5

The Directors

Nexvet Biopharma Public Limited Company

BioNua Limited

Nexvet Ireland Limited

Tevxen Limited (together the “Companies”)

Dear Sirs

I, Cormac Kilty of 34 Dundela Park, Sandycove, County Dublin, Ireland, hereby resign as a director of the Companies with effect from the Effective Time (as defined in the proxy statement (incorporating the scheme circular) dated 2 June 2017 and first despatched to shareholders of Nexvet Biopharma plc on 5 June 2017 (the “Definitive Proxy Statement”)).

I hereby confirm that such resignations are without any claim or right of action of any nature whatsoever outstanding against the Companies or any member of the Nexvet Group (as defined in the Definitive Proxy Statement) or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the resignations; provided, that nothing herein operates to release any claims or rights in respect of my current month’s director’s fees which are due for payment and my entitlement to $36,000 in lieu of LTI awards due to me as of 1 July 2017 in accordance with the prevailing Parent policy for director remuneration, or in respect of indemnification, insurance or similar rights provided by the Companies. My resignations are in connection with the Acquisition (as defined in the Definitive Proxy Statement) and not due to any disagreement or dispute with the Companies.

I hereby request that you amend the register of directors and secretaries of each of the Companies accordingly and, pursuant to section 149(8) of the Companies Act 2014, send notifications of my resignation as a director of each of the Companies to the Registrar of Companies in the prescribed form within 14 days of the Effective Time (as defined above).

SIGNED AND DELIVERED as a deed
by CORMAC KILTY
in the presence of:
	/s/ Cormac Kilty
	CORMAC KILTY
/s/
(Witness’s signature)
/s/
(Witness’s address)
/s/
(Witness’s occupation)
Dated: 30 July 2017

EX-99.6

Exhibit 99.6

The Directors

Nexvet Biopharma Public Limited Company (the “Company”)

Unit 5 Sragh Business Park

Rahan Road

Tullamore

County Offaly

Dear Sirs

I, Joseph McCracken of 632 Fairway Circle, Hillsborough, California, 94010, United States, hereby resign as a director of the Company with effect from the Effective Time (as defined in the proxy statement (incorporating the scheme circular) dated 2 June 2017 and first despatched to shareholders of Nexvet Biopharma plc on 5 June 2017 (the “Definitive Proxy Statement”)).

I hereby confirm that such resignation is without any claim or right of action of any nature whatsoever outstanding against the Company or any member of the Nexvet Group (as defined in the Definitive Proxy Statement) or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the resignation; provided, that nothing herein operates to release any claims or rights in respect of my current month’s director’s fees which are due for payment and my entitlement to $36,000 in lieu of LTI awards due to me as of 1 July 2017 in accordance with the prevailing Company policy for director remuneration, or in respect of indemnification, insurance or similar rights provided by the Company. My resignation is in connection with the Acquisition (as defined in the Definitive Proxy Statement) and not due to any disagreement or dispute with the Company.

I hereby request that you amend the register of directors and secretaries of the Company accordingly and, pursuant to section 149(8) of the Companies Act 2014, send a notification of my resignation as a director of the Company to the Registrar of Companies in the prescribed form within 14 days of the Effective Time (as defined above).

SIGNED AND DELIVERED as a deed
by JOSEPH MCCRACKEN
in the presence of:
	/s/ Joseph McCracken
	JOSEPH MCCRACKEN
/s/
(Witness’s signature)
/s/
(Witness’s address)
/s/
(Witness’s occupation)
Dated: 30 July 2017

EX-99.7

Exhibit 99.7

The Directors

Nexvet Biopharma Public Limited Company (the “Company”)

Unit 5 Sragh Business Park

Rahan Road

Tullamore

County Offaly

Dear Sirs

I, Rajiv Patel of 2360 Washington Street, San Francisco, California 94115, United States, hereby resign as a director of the Company with effect from the Effective Time (as defined in the proxy statement (incorporating the scheme circular) dated 2 June 2017 and first despatched to shareholders of Nexvet Biopharma plc on 5 June 2017 (the “Definitive Proxy Statement”)).

I hereby confirm that such resignation is without any claim or right of action of any nature whatsoever outstanding against the Company or any member of the Nexvet Group (as defined in the Definitive Proxy Statement) or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the resignation; provided, that nothing herein operates to release any claims or rights in respect of my current month’s director’s fees which are due for payment and my entitlement to $36,000 in lieu of LTI awards due to me as of 1 July 2017 in accordance with the prevailing Company policy for director remuneration, or in respect of indemnification, insurance or similar rights provided by the Company. My resignation is in connection with the Acquisition (as defined in the Definitive Proxy Statement) and not due to any disagreement or dispute with the Company.

I hereby request that you amend the register of directors and secretaries of the Company accordingly and, pursuant to section 149(8) of the Companies Act 2014, send a notification of my resignation as a director of the Company to the Registrar of Companies in the prescribed form within 14 days of the Effective Time (as defined above).

SIGNED AND DELIVERED as a deed
by RAJIV PATEL
in the presence of:
	/s/ Rajiv Patel
	RAJIV PATEL
/s/
(Witness’s signature)
/s/
(Witness’s address)
/s/
(Witness’s occupation)
Dated: 30 July 2017

EX-99.8

Exhibit 99.8

The Directors

Nexvet Biopharma Public Limited Company (the “Company”)

Unit 5 Sragh Business Park

Rahan Road

Tullamore

County Offaly

Dear Sirs

I, John Payne of 9900 NE, 114^th Circle, Vancouver, WA 98662, United States, hereby resign as a director of the Company with effect from the Effective Time (as defined in the proxy statement (incorporating the scheme circular) dated 2 June 2017 and first despatched to shareholders of Nexvet Biopharma plc on 5 June 2017 (the “Definitive Proxy Statement”)).

I hereby confirm that such resignation is without any claim or right of action of any nature whatsoever outstanding against the Company or any member of the Nexvet Group (as defined in the Definitive Proxy Statement) or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the resignation; provided, that nothing herein operates to release any claims or rights in respect of my current month’s director’s fees which are due for payment and my entitlement to $36,000 in lieu of LTI awards due to me as of 1 July 2017 in accordance with the prevailing Company policy for director remuneration, or in respect of indemnification, insurance or similar rights provided by the Company. My resignation is in connection with the Acquisition (as defined in the Definitive Proxy Statement) and not due to any disagreement or dispute with the Company.

I hereby request that you amend the register of directors and secretaries of the Company accordingly and, pursuant to section 149(8) of the Companies Act 2014, send a notification of my resignation as a director of the Company to the Registrar of Companies in the prescribed form within 14 days of the Effective Time (as defined above).

SIGNED AND DELIVERED as a deed
by JOHN PAYNE
in the presence of:
	/s/ John Payne
	JOHN PAYNE
/s/
(Witness’s signature)
/s/
(Witness’s address)
/s/
(Witness’s occupation)
Dated: 30 July 2017

EX-99.9

Exhibit 99.9

Nexvet Biopharma plc (“Nexvet”) Rule 17(d) Announcement

DUBLIN, Ireland, July 28, 2017 (GLOBE NEWSWIRE) — Nexvet Biopharma (Nasdaq:NVET) today announced the following;

Recommended Acquisition for Cash by

ZOETIS BELGIUM S.A.

A WHOLLY-OWNED INDIRECT SUBSIDIARY OF

ZOETIS INC.

of

NEXVET BIOPHARMA PLC

to be implemented by means of a scheme of arrangement under

Chapter 1 of Part 9 of the Irish Companies Act 2014

Announcement relating to the outcome of the Court Sanction Hearing

Nexvet Biopharma plc (“Nexvet” or the “Company”) today announces that the High Court of Ireland has approved the acquisition of Nexvet by Zoetis Inc. (“Zoetis”) through its wholly-owned indirect subsidiary, Zoetis Belgium S.A. (“Bidco”), by means of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the “Scheme”).

The court sanction hearing in relation to the Scheme (the “Court Sanction Hearing”) was held earlier today at which the High Court of Ireland sanctioned the Scheme pursuant to Sections 449 to 455 of the Companies Act 2014 and confirmed the related reduction of capital.

Completion of the Acquisition remains subject to the following condition which is set out in the definitive proxy statement dated 2 June 2017 despatched to Nexvet shareholders (the “Definitive Proxy Statement”), namely delivery to and the associated registration by the Registrar of Companies in Ireland of (i) office copies of the order of the High Court of Ireland sanctioning the Scheme and confirming the reduction of capital; and (ii) the minute required by Section 86 of the Companies Act 2014 in respect of the reduction of capital, which is expected to occur on 31 July 2017.

Accordingly, the Scheme is expected to take effect on 31 July 2017.

In connection with the completion of the Acquisition, Nexvet intends to request that the NASDAQ (i) suspend the trading of Nexvet’s ordinary shares on the NASDAQ before the market opens on the effective date of the Scheme, and (ii) file with the U.S. Securities and Exchange Commission a notification of removal from listing on Form 25 to delist Nexvet’s ordinary shares.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

Cautionary Statement Regarding Forward-Looking Statements

This announcement may contain forward-looking statements. All statements other than historical facts are forward-looking statements, including statements regarding anticipated future results, or other non-historical facts. They may be identified by the words “will”, “may”, “could”, “would”, “to be”, “might”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “future”, “positioned”, “potential”, “intend”, “continue”, “remain”, “scheduled”, “outlook”, “set to”, “subject to”, “upcoming”, “target” or similar expressions. These statements are based on current views, expectations, estimates and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. If one or more of these risks or uncertainties materialise, or if underlying views, expectations, estimates or assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement.

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 Bidco will be able to consummate the Acquisition; the possibility that competing offers will be made; the possibility that certain conditions to the consummation of the Acquisition will not be satisfied; uncertainties as to the impact of any lawsuits filed by Nexvet shareholders challenging the Acquisition, including actions seeking to rescind the Scheme or enjoin the consummation of the Acquisition; the ability to meet expectation 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 Nexvet, Zoetis or Bidco 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

scope, timing and outcome of any ongoing legal proceedings involving Nexvet, Zoetis or Bidco and the impact of any such proceedings on its financial condition, results of operations or cash flows; the possibility that costs, fees, expenses or charges Nexvet, Zoetis or Bidco 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 or Bidco; the ability of Nexvet, Zoetis or Bidco to protect intellectual property and preserve intellectual property rights; and changes in the economic and financial conditions of the business of Zoetis or Nexvet.

In addition, actual future results and other future circumstances of Nexvet are subject to other risks and uncertainties that relate more broadly to Nexvet’s business, including its future results of operations and financial position; its ability to continue as a going concern; its ability to execute its business strategy, including obtaining successful pivotal study results, developing its pipeline of product candidates, completing facilities upgrades, manufacturing its own product candidates, meeting conditions for the receipt of government grants, making timely regulatory submissions, and qualifying for conditional licensure or obtaining product approvals; and those risks and uncertainties discussed in Nexvet’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents on file with the SEC.

Furthermore, actual future results and other future circumstances of Zoetis or Bidco are subject to other risks and uncertainties that relate more broadly to Zoetis’ business. 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 31 December 2016, including 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.

There may be additional risks that Nexvet, Zoetis and Bidco do not presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date on which they are made. Nexvet, Zoetis and Bidco expressly disclaim any obligation to update or revise any forward-looking statement, except as required by Law.

Statements Required by the Irish Takeover Rules

The Nexvet Directors accept responsibility for the information contained in this announcement. 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 announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire or subscribe for any securities 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.

Important Additional Information about the Acquisition and Where to Find It

Nexvet, Zoetis and Bidco are parties to a transaction agreement dated 13 April 2017 (the “Transaction Agreement”). In connection with the Acquisition, on 2 June 2017, Nexvet filed the Definitive Proxy Statement with the SEC and on 6 June 2017, began mailing the Definitive Proxy Statement to Nexvet Shareholders. Nexvet may also file other documents with the SEC regarding the Acquisition. NEXVET SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Security holders may obtain free copies of the Definitive Proxy Statement (including the Scheme Document) and other documents filed by Nexvet with the SEC at www.sec.gov. In addition, investors and shareholders may obtain free copies of the Definitive Proxy Statement (including the Scheme Document) as well as other documents filed by Nexvet at www.nexvet.com.

Rule 8 Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of the Company, all “dealings” in any “relevant securities” of the Company (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 date on which the Offer Period ends. If two or more persons cooperate on the basis of any agreement, either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” of the Company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all “dealings” in “relevant securities” of the Company by Zoetis or Bidco or by any party acting in concert with any of them, must also be disclosed by no later than 12:00 p.m. (Eastern Time) on the “business day” following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, can be found on the Takeover Panel’s website at www.irishtakeoverpanel.ie.

“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.

Terms in quotation marks above are defined in the Takeover Rules, which can be found on the Irish Takeover Panel’s website www.irishtakeoverpanel.ie.

If you are in any doubt as to whether you are required to disclose a “dealing” under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

General

Certain capitalised words used in this announcement and not herein defined have the meanings given to such words in the Definitive Proxy Statement.

A copy of this announcement and the documents required to be published pursuant to the Takeover Rules by Nexvet, will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on the Nexvet website at www.nexvet.com by no later than 12:00 p.m. (Eastern Time) on the business day following this announcement and throughout the course of the Acquisition. Neither the contents of the Nexvet website nor the contents of any other website accessible from hyperlinks are incorporated into, or form part of, this announcement.

FURTHER INFORMATION

Investors

Hershel Berry

Blueprint Life Science Group

+1 415-375-3340 Ext. 1

hberry@bplifescience.com

Company

Damian Lismore

CFO, Nexvet Biopharma plc

+61 417-351-272 (Aus.)

damian.lismore@nexvet.com

EX-99.10

Exhibit 99.10

FOR IMMEDIATE RELEASE:

July 31, 2017

Zoetis Media Contacts:	Zoetis Investor Contact:
Elinore White	Steve Frank
1-973-443-2835 (o)	1-973-822-7141 (o)
elinore.y.white@zoetis.com	steve.frank@zoetis.com
Bill Price 1-973-443-2742 (o) william.price@zoetis.com
Nexvet Media Contact:	Nexvet Investor Contact:
Damian Lismore	Hershel Berry
CFO, Nexvet Biopharma plc	Blueprint Life Science Group
+61-417-351-272 (Aus)	+1-415-375-3340 Ext. 1
damian.lismore@nexvet.com	hberry@bplifesicence.com

Zoetis Completes Acquisition of Nexvet Biopharma

• Acquisition strengthens pipeline of companion animal therapeutics for chronic pain, a global market estimated at US$400 million annually¹

• Purchase price of US$6.72 per share, or approximately US$85 million in aggregate

PARSIPPANY, N.J. USA and TULLAMORE, IRELAND – July 31, 2017 – Zoetis Inc. (NYSE:ZTS) and Nexvet Biopharma plc (Nasdaq:NVET) today announced that Zoetis has completed the acquisition of Nexvet, a biologic therapeutics company developing a pipeline of monoclonal antibody (mAb) therapies for companion animals in pain and other therapeutic areas. The acquisition, which was first announced on April 13, 2017 strengthens Zoetis’ pipeline of solutions for chronic pain management in dogs and cats. It became effective today by means of a scheme of arrangement under the Irish Companies Act 2014. Under the terms of the transaction, Nexvet shareholders will receive US$6.72 per share representing an aggregate equity valuation of approximately US$85 million. The Nexvet shareholders will receive the consideration to which they are entitled under the scheme of arrangement within 14 days.

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“The acquisition demonstrates our determination to lead the animal health industry in the development and commercialization of monoclonal antibody therapies in areas of high medical need,” said Dr. Alejandro Bernal, Executive Vice President and Group President, Strategy, Commercial and Business Development at Zoetis. “The addition of Nexvet will strengthen our monoclonal antibody pipeline and help sustain our leadership in chronic pain management for companion animals. It is a prime example of how we at Zoetis are deploying capital to drive innovation and support future growth.”

“Nexvet’s commitment to pioneering animal health monoclonal antibody technology, intellectual property and novel products has yielded an outcome which will see these developments reach their full commercial potential,” said Dr George Gunn, Chairman of Nexvet. “I extend my appreciation to the Nexvet team who made this result possible due to their dedication and focus since the company’s foundation.”

Therapies to treat chronic pain in companion animals, an area in which Zoetis has been a leader for two decades, represent a global market valued at an estimated US$400 million a year¹.

With the completion of the acquisition, Nexvet’s research programs in the treatment of chronic pain associated with osteoarthritis in dogs and cats, along with other areas, will be integrated into Zoetis’ global R&D operation to leverage the company’s scale and experience.

Nexvet also today announced that it requested that trading of its ordinary shares on the NASDAQ Global Market (NASDAQ) be suspended. Nexvet requested NASDAQ to file Form 25 with the U.S. Securities and Exchange Commission (SEC) notifying the SEC of the delisting of the ordinary shares on NASDAQ and the deregistration of Nexvet’s ordinary shares.

About Zoetis

Zoetis (NYSE: ZTS) is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 60 years of experience in animal health, Zoetis discovers, develops, manufactures and markets veterinary vaccines and medicines,

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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, the company generated annual revenue of US$4.9 billion with approximately 9,000 employees. For more information, visit www.Zoetis.com.

About Nexvet

Nexvet is a veterinary biologic therapeutics company focused on transforming the therapeutic market for companion animals, such as dogs and cats, by developing and commercializing novel, species-specific biologics. Nexvet’s PETization™ platform is designed to rapidly create monoclonal antibodies (mAbs) that are recognized as “self” or “native” by an animal’s immune

system, a property Nexvet refers to as “100% species-specificity.” Nexvet’s product candidates are designed to build upon the safety and efficacy data from clinically tested human therapies, which is intended to reduce clinical risk and development cost. Nexvet conducts drug discovery in Australia, conducts clinical development in the United States and Europe and conducts manufacturing in Ireland.

¹ Zoetis research on file, 2017

DISCLOSURE NOTICES

Forward-Looking Statements: 

This press release contains forward-looking statements, which reflect the current views of Zoetis, Zoetis Belgium S.A. (“Zoetis Bidco”) and Nexvet Biopharma (“Nexvet”) and with respect to business plans or prospects, expectations regarding products, 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, Zoetis Bidco and Nexvet expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 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, www.zoetis.com, or on request from Zoetis. With respect to Nexvet, a further list and description of risks, uncertainties and other matters can be found in Nexvet’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, including in the sections thereof captioned “Special Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” in Nexvet’s Quarterly Reports on Form 10-Q and in Nexvet’s Current Reports on Form 8-K. These filings and subsequent filings are available online at www.sec.gov.

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Statement Required by the Irish Takeover Panel Act, 1997, Takeover Rules (the “Irish Takeover Rules”)

The directors of Zoetis and the directors of Zoetis Bidco accept responsibility for the information contained in this announcement other than 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 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.

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.

This announcement is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire or subscribe for any securities 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.

Goldman Sachs, which is authorized 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.

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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 U.S. Securities and Exchange Commission (“SEC”) and subject to regulation by the SEC and the Financial Industry Regulatory Authority (“FINRA”) (together with Evercore Partners International LLP, “Evercore”), 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 announcement, and will not be responsible to anyone other than Nexvet for providing the protections afforded to clients of Evercore or for providing advice in relation to the acquisition or any other matters 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 or 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.

Cowen and Company, LLC (“Cowen”), which is a securities broker-dealer registered with the SEC and subject to regulation by the SEC and the 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 or any other matters referred to in this announcement.

If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8 of the Irish Takeover Rules, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

A copy of this announcement will be available, free of charge (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Zoetis website at http://investor.zoetis.com/ by no later than midday (ET/New York time) on the business day following this announcement. For the avoidance of doubt, the content of such website is not incorporated into, and does not form part of, this announcement.

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