Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On July 31, 2018 (the Closing Date), Abaxis, Inc., a California corporation (the Company) completed its previously announced
merger with Zeus Merger Sub, Inc., a California corporation (Merger Sub) and an indirect wholly owned subsidiary of Zoetis Inc. (Zoetis) pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated
as of May 15, 2018, by and among the Company, Zoetis and Merger Sub. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned
subsidiary of Zoetis (the Merger).
At the effective time of the Merger (the Effective Time), subject to the terms and conditions
of the Merger Agreement, each outstanding share of common stock, no par value, of the Company (the Company Common Stock) (other than shares, if any, held by the Company, Zoetis, Merger Sub or any of their subsidiaries and shares with
respect to which dissenters rights were properly demanded in accordance with the Corporations Code of the State of California) was converted into the right to receive $83.00 in cash, without interest, per share (the Merger
Consideration).
Additionally, subject to the terms and conditions of the Merger Agreement, certain Company time- and performance-based restricted
stock unit awards vested automatically upon the occurrence of the Effective Time in accordance with their existing terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of
Company Common Stock underlying such awards. All other Company time- and performance-based restricted stock unit awards were cancelled and automatically converted at the Effective Time into time-vesting restricted stock unit awards with respect to
shares of common stock, par value $0.01 per share, of Zoetis (the Zoetis Common Stock), with the number of underlying shares adjusted to reflect an exchange ratio based on the closing prices of shares of Zoetis Common Stock and Company
Common Stock for the ten full trading days before the closing of the Merger, and on substantially the same terms and conditions (including the time-based vesting schedule) as were applicable to such Company restricted stock unit awards immediately
prior to the Effective Time, except that any performance goals underlying such Company performance-based restricted stock unit awards were deemed satisfied as of the Effective Time.
Upon the closing of the Merger, the shares of Company Common Stock, which previously traded under the ticker symbol ABAX on the Nasdaq Stock
Market (Nasdaq), have ceased trading on, and were delisted from, the Nasdaq.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Companys Current Report on Form
8-K,
filed
with the Securities and Exchange Commission (the SEC) on May 16, 2018.