On May 16, 2018, Abaxis, Inc. (the Company) first used
or made available a letter to its customers (the Customer Letter) in connection with the announcement of the proposed acquisition of the Company by Zoetis Inc., a Delaware corporation (Parent, and the proposed acquisition,
the Merger). A copy of the Customer Letter is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Cautionary
Statement Regarding Forward-Looking Statements
Statements included in this Current Report on Form
8-K
which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words may, will, anticipate, could, should, would, believe,
contemplate, expect, estimate, continue, plan, project and intend, as well as other similar words and expressions of the future, are intended to identify
forward-looking statements. The Company and Parent caution readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and
uncertainties, include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal
proceedings that may be instituted against Parent or the Company; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or
the expected benefits of the transaction) or Abaxis shareholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Parent and the Company do business;
the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of managements attention from ongoing business operations and opportunities; potential
adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the acquisition and integration of the Company successfully; and other
factors that may affect future results of Parent and the Company. Additional factors that could cause results to differ materially from those described above can be found in Parents Annual Report on Form
10-K
for the year ended December 31, 2017, which is on file with the Securities and Exchange Commission (the SEC) and in other documents Parent files with the SEC, and in the Companys
Annual Report on Form
10-K
for the year ended March 31, 2017 and Quarterly Report on Form
10-Q
for the quarter ended December 31, 2017, which are on file with
the SEC, and in other documents the Company files with the SEC. The Company does not undertake to update any of these statements in light of new information or future events.
Important Additional Information
In connection with the proposed transaction between Parent and the Company, the Company expects to file with the SEC a proxy statement of the
Company, as well as other relevant documents concerning the proposed transaction. This communication is not a substitute for the proxy statement or for any other document that the Company may file with the SEC and send to its shareholders in
connection with the proposed transaction. The proposed transaction will be submitted to the Companys shareholders for their consideration. Before making any voting decision, shareholders of the Company are urged to read the proxy statement
regarding the transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed transaction.
Shareholders of the Company will be able to obtain a free copy of the proxy statement, as well as other filings containing information
about Parent and the Company, without charge, at the SECs website (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by
directing a request to Abaxis, Inc., 3240 Whipple Road, Union City, CA 94587, Attention: Corporate Secretary; telephone: (510)
675-6500,
or from Abaxis website, www.abaxis.com..
Participants in the Solicitation
The Company, Parent and certain of their respective directors, executive officers and employees may be deemed participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding the Companys directors and executive officers is available in the Companys definitive proxy statement, which was filed with the SEC on September 19, 2017,
and certain of its Current Reports on Form
8-K.
Information regarding Parents directors is available in Parents definitive proxy statement, which was filed with the SEC on April 2, 2018, and
information regarding Parents executive officers is available in its Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February15, 2018. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement to be filed with the SEC in connection with the
proposed transaction. Free copies of this document may be obtained as described in the preceding paragraph.