"We are pleased with Zoetis’s performance since the IPO in February. Given the strong demand in the IPO and a favorable market environment, we concluded that now is the appropriate time to distribute our remaining stake in Zoetis"
(BUSINESS WIRE)--Pfizer Inc. (NYSE: PFE) today announced its intention to split off its
remaining interest in Zoetis Inc. (NYSE: ZTS), through an exchange
offer. Zoetis, formerly Pfizer’s animal health business, completed its
initial public offering (IPO) in February 2013. In the exchange offer,
Pfizer shareholders can exchange all, some or none of their shares of
Pfizer common stock for shares of Zoetis common stock owned by Pfizer.
The exchange offer is anticipated to be tax-free for participating
Pfizer shareholders in the United States, except with respect to cash
received in lieu of a fractional share. The completion of the full
separation of Zoetis is expected to be accretive to Pfizer’s earnings
per share beginning in 2014.
Pfizer also announced today that, in connection with the planned
split-off, it has received a waiver of the 180-day lock-up from the
joint book running managers of the Zoetis IPO.
“We are pleased with Zoetis’s performance since the IPO in February.
Given the strong demand in the IPO and a favorable market environment,
we concluded that now is the appropriate time to distribute our
remaining stake in Zoetis,” said Ian Read, Pfizer Chairman and Chief
Executive Officer. “We expect that this exchange offer will continue to
deliver value to Pfizer shareholders by reducing the number of our
outstanding shares in a tax-efficient manner. At the same time, we
believe that this transaction better positions Pfizer to focus on our
core business as an innovative biopharmaceutical company.”
The exchange offer is designed to permit Pfizer shareholders to exchange
their shares of Pfizer common stock for shares of Zoetis common stock at
a 7% discount, subject to an upper limit of 0.9898 shares of Zoetis
common stock per share of Pfizer common stock. If the upper limit is not
in effect, for each $100.00 of shares of Pfizer common stock accepted in
the exchange offer, tendering shareholders would receive approximately
$107.52 of Zoetis common stock. These values will be determined by the
simple arithmetic average of the daily volume-weighted average price of
Pfizer common stock and Zoetis common stock on the NYSE during the three
consecutive trading days ending on and including the expiration date of
the exchange offer, which are expected to be June 17, June 18 and June
19, 2013. The final exchange ratio, reflecting the number of shares of
Zoetis common stock that tendering shareholders will receive for each
share of Pfizer common stock accepted in the exchange offer, will be
announced by press release by 4:30 p.m., New York City time, on June 19,
2013, unless the exchange offer is extended or terminated. The final
exchange ratio, when announced, and a daily indicative exchange ratio
beginning at the end of the third day of the exchange offer period, will
also be available at www.zoetisexchange.com,
which will be available later today.
The completion of the exchange offer is subject to certain conditions,
including: the distribution of at least 160,394,000 shares of Zoetis
common stock in exchange for shares of Pfizer common stock tendered in
the exchange offer; the receipt of an opinion of counsel that the
exchange offer will qualify for tax-free treatment to Pfizer and its
participating shareholders; and the continued effectiveness and validity
of a private letter ruling received from the U.S. Internal Revenue
Service, regarding the exchange offer, among other things.
Pfizer owns 400,985,000 shares of Zoetis Class B common stock, which
represents approximately 80.2% of the outstanding common stock of
Zoetis. Prior to completion of the exchange offer, Pfizer intends to
convert its Zoetis Class B common stock into Zoetis Class A common stock
in an amount sufficient such that Zoetis Class A common stock may be
distributed in the exchange offer. Upon the completion of a fully
subscribed exchange offer, only Zoetis Class A common stock (which will
be reclassified as Zoetis common stock) will remain outstanding. The
largest possible number of shares of Pfizer common stock that will be
accepted in the exchange offer equals 400,985,000 divided by the final
exchange ratio. Because the exchange offer is subject to proration if
the exchange offer is oversubscribed, the number of shares of Pfizer
common stock that Pfizer accepts in the exchange offer may be less than
the number of shares tendered. If the exchange offer is undersubscribed,
Pfizer would distribute less than 400,985,000 shares of Zoetis common
stock. In that case, Pfizer would continue to own an interest in Zoetis
and, depending on the number of shares of Zoetis common stock
distributed in the exchange offer, Pfizer could retain voting control of
Zoetis with respect to the election of directors. In addition, Pfizer
could use additional exchange offers or a special dividend to all Pfizer
shareholders to complete the disposition of its Zoetis shares.
The exchange offer is voluntary for Pfizer shareholders. No action is
necessary for Pfizer shareholders who choose not to participate, and
their existing Pfizer shares will not be impacted.
The terms and conditions of the exchange offer will be more fully
described in a registration statement on Form S-4 to be filed by Zoetis
with the Securities and Exchange Commission (SEC) and a tender offer
statement on Schedule TO to be filed by Pfizer with the SEC today.
J.P. Morgan Securities LLC, BofA Merrill Lynch, Goldman Sachs & Co. and
Morgan Stanley will serve as the dealer managers for the exchange offer.
About Pfizer Inc.: Working together for a healthier world®
At Pfizer, we apply science and our global resources to bring therapies
to people that extend and significantly improve their lives. We strive
to set the standard for quality, safety and value in the discovery,
development and manufacture of health care products. Our global
portfolio includes medicines and vaccines as well as many of the world's
best-known consumer health care products. Every day, Pfizer colleagues
work across developed and emerging markets to advance wellness,
prevention, treatments and cures that challenge the most feared diseases
of our time. Consistent with our responsibility as one of the world's
premier innovative biopharmaceutical companies, we collaborate with
health care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world. For
more than 150 years, Pfizer has worked to make a difference for all who
rely on us. To learn more, please visit us at www.pfizer.com.
Disclosure Notice:
Statements in this communication relating to matters that are not
historical facts are “forward-looking” statements, and reflect Pfizer’s
current views with respect to, among other things, future events and
performance. Forward-looking statements are generally identified by
using words such as “anticipate,” “estimate,” “expect,” “intend,”
“project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,”
“may,” “might,” “should,” “can have,” “likely” or the negative version
of these words or comparable words or by using future dates in
connection with any discussion of future performance, actions or events.
Forward-looking statements are not guarantees of future performance,
actions or events. These matters involve risks and uncertainties as
discussed in Pfizer’s periodic reports on Form 10-K and Form 10-Q, and
its current reports on Form 8-K, filed with the SEC. Many factors could
cause actual results to differ materially from Pfizer’s forward-looking
statements. This communication also contains statements about the
exchange offer and when it is expected to be accretive to Pfizer’s
earnings per share. Many factors could cause actual results to differ
materially from Pfizer’s forward-looking statements with respect to the
exchange offer, including the ability to satisfy the conditions of the
exchange offer, and risks relating to any unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses and future
prospects. Consequently, while the list of factors presented here is
considered representative, no such list should be considered to be a
complete statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the realization
of forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material adverse effect on
Pfizer’s consolidated financial condition, results or operations or
liquidity.
Forward-looking statements are subject to risks and uncertainties, many
of which are beyond the control of Pfizer, and are potentially
inaccurate assumptions. You should not put undue reliance on
forward-looking statements. Forward-looking statements speak only as of
the date on which they are made. Pfizer undertakes no obligation to
publicly update forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent required
by applicable securities laws. Investors should understand that it is
not possible to predict or identify all such factors.
Additional Information and Where to Find It
Zoetis will file with the SEC a registration statement on Form S-4 that
will include a Prospectus. The Prospectus will contain important
information about the exchange offer, Pfizer, Zoetis and related
matters, and Pfizer will deliver the Prospectus to holders of Pfizer
common stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN
THEY BECOME AVAILABLE AND BEFORE MAKING ANY INVESTMENT DECISION. None of
Pfizer, Zoetis or any of their respective directors or officers or the
dealer managers appointed with respect to the exchange offer makes any
recommendation as to whether you should participate in the exchange
offer. This announcement is for informational purposes only and is
neither an offer to sell or the solicitation of an offer to buy any
securities or a recommendation as to whether investors should
participate in the exchange offer. The offer will be made solely by the
Prospectus.
Holders of Pfizer common stock may obtain the Prospectus, and other
related documents filed with the SEC, at the SEC’s Public Reference
Room, located at 100 F Street, N.E., Washington, D.C. 20549, and will be
able to obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. Holders of Pfizer common stock
will also be able to obtain copies of the Prospectus, and other
documents filed with the SEC, by mail from the SEC at the above address,
at prescribed rates. The SEC also maintains a website that contains
reports, proxy statements and other information that Pfizer and Zoetis
file electronically with the SEC. The address of that website is http://www.sec.gov.
Holders of Pfizer common stock will also be able to obtain a copy of the
Prospectus by clicking on the appropriate link on this website.
Alternatively, Georgeson Inc., the information agent for the exchange
offer, will, upon request, arrange to send the Prospectus to holders of
Pfizer common stock who call 1-866-628-6024 (toll-free in the United
States), 1-800-223-2064 (toll-free for banks and brokers), 00800
3814-3814 (toll-free in Sweden) or +1-781-575-3340 (all others outside
the U.S.).