Zoetis Inc. (NYSE: ZTS) has been notified of an unsolicited "mini-tender offer" by TRC Capital Investment Corporation ("TRC") to purchase up to 1,000,000 shares of Zoetis common stock, representing approximately 0.21% of the outstanding shares of Zoetis common stock.
TRC’s offer price of $109.00 per share is approximately 4.9% lower than the $114.61 closing price per share of Zoetis common stock on April 3, 2020, the last trading day before the commencement of the offer, and approximately 14.5% below the $127.45 closing price per share of Zoetis common stock on April 16, 2020, the last trading day before the date of this press release.
TRC has made similar, unsolicited mini-tender offers for shares of other publicly traded companies. Zoetis does not endorse TRC’s unsolicited mini-tender offer and is not associated in any way with TRC, its mini-tender offer or its mini-tender offer documents.
TRC’s offer price is below the current market value for shares of Zoetis common stock. In addition, TRC’s offer is subject to numerous conditions, including TRC’s ability to obtain financing, there being no decrease to the market price of Zoetis common stock since April 6, 2020, and no material worsening of the COVID-19 pandemic since April 6, 2020. Zoetis therefore recommends that stockholders reject this unsolicited offer and not tender their shares in response to TRC’s offer, or, if stockholders have already tendered shares, that they withdraw their shares by providing the written notice described in the TRC mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. (New York City time) on May 6, 2020.
Mini-tender offers, such as TRC’s offer, seek to acquire less than five percent of a company’s outstanding shares and allow the bidder to avoid many of the disclosure and procedural requirements that the U.S. Securities and Exchange Commission (the "SEC") requires for tender offers. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under the U.S. federal securities laws. The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC’s cautionary advice to investors regarding these offers is on its website at: www.sec.gov/investor/pubs/minitend.htm.
Zoetis urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to TRC’s offer.
Zoetis encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at: www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Zoetis requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer related to shares of Zoetis common stock.
Zoetis is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 65 years of experience in animal health, Zoetis discovers, develops, manufactures and commercializes medicines, vaccines and diagnostic products, which are complemented by biodevices, genetic tests and precision livestock farming. 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 2019, the company generated annual revenue of $6.3 billion with approximately 10,600 employees. For more information, visit www.zoetis.com.
Forward-looking Information: This press release contains forward-looking statements, which reflect the current views of Zoetis with respect to general industry conditions and competition, general economic factors, the impact of the recent global outbreak of novel coronavirus disease (COVID-19), business plans or prospects, future operating or financial performance, future guidance, future operating models, expectations regarding products, future use of cash and dividend payments, and other future events. These statements are not guarantees of future performance or actions. 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. Zoetis expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including in the sections thereof captioned "Forward-Looking Statements and Factors That May Affect Future Results" and "Item 1A. Risk Factors," in our Quarterly Reports on Form 10-Q and in our 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.