According to the Complaint, on April 13, 2017, Nexvet and Zoetis issued a joint press release announcing that they had entered into a Transaction Agreement (the "Merger Agreement") to sell Nexvet to Zoetis. Under the terms of the Merger Agreement, Zoetis will acquire all outstanding shares of Nexvet for $6.72 in cash per Nexvet common share (the "Merger Consideration"). The Proposed Transaction is valued at approximately $85 million.
On May 11,2017, Nexvet filed a Preliminary Proxy Statement on Schedule 14A (the "Proxy") with the SEC. The Complaint alleges the Proxy, which recommends that Nexvet stockholders vote in favor of the Proposed Transaction, omits and/or misrepresents material information concerning, among other things: (i) Nexvet's management's projections, utilized by the Company's financial advisor, Evercore Group L.L.C. ("Evercore") in its financial analyses; (ii) the valuation analyses prepared by Evercore in connection with the rendering of its fairness opinion; (iii) material omissions concerning Evercore's potential conflicts of interest; and (iv) material information concerning the sale process leading up to the Proposed Transaction.