Zoetis Inc. (NYSE: ZTS) announced it intends to file a Registration
Statement on Form S-4 with the Securities and Exchange Commission (SEC)
today in connection with the proposed exchange offer announced by Pfizer
Inc. (NYSE: PFE). As part of the offer, Pfizer shareholders will be able
to exchange all, some or none of their shares of Pfizer common stock for
shares of Zoetis common stock.
Pfizer currently holds approximately 80% of the outstanding common stock
of Zoetis. If the exchange offer is fully subscribed, Pfizer will no
longer have a controlling ownership interest in Zoetis, and Zoetis will
become a fully independent company upon completion of the exchange
offer. 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.
“Pfizer’s announcement marks the final step in our journey to make
Zoetis a fully independent company,” said Zoetis Chief Executive Officer
Juan Ramón Alaix, commenting on the Pfizer announcement. “We have been
preparing for this day for nearly two years, and we are excited by the
opportunity to stand on our own as the world’s leading animal health
company. We will continue serving our customers in ways that make a
meaningful difference to their businesses, and develop long-term
partnerships delivering results that matter.
“We thank Pfizer’s leadership team and colleagues for their support
throughout this entire process, and we will continue to work with them
as we complete the transition to our own infrastructure,” said Alaix.
“We remain confident in the long-term success of our growth strategies
and financial performance based on the character of our people, the
diversity of our business model and the fundamental drivers that are
evident in the animal health industry today.”
This announcement is for informational purposes only and is neither an
offer to sell nor an offer to buy any securities, or a recommendation as
to whether investors should participate in the exchange offer. The offer
is made solely by the prospectus.
About Zoetis
Zoetis (zō-EH-tis) is the leading animal health company, dedicated to
supporting its customers and their businesses. Building on a 60-year
history as the animal health business of Pfizer, Zoetis discovers,
develops, manufactures and markets veterinary vaccines and medicines,
with a focus on both farm and companion animals. The company generated
annual revenues of $4.3 billion in 2012. It has more than 9,300
employees worldwide and a local presence in approximately 70 countries,
including 29 manufacturing facilities in 11 countries. Its products
serve veterinarians, livestock producers and people who raise and care
for farm and companion animals in 120 countries.
Additional Information
The terms and conditions of the exchange offer will be more fully
described in the registration statement being filed by Zoetis with the
SEC and a Schedule TO being filed by Pfizer with the SEC. The
prospectus, which is included in the registration statement, contains
important information about Pfizer, Zoetis, the disposition and related
matters. Pfizer will mail the prospectus to its shareholders.
Investors and security holders are urged to read carefully and in its
entirety the prospectus and any other relevant documents filed with the
SEC by Pfizer and Zoetis, when they become available and before making
any investment decision. None of Pfizer, Zoetis, or any of their
respective directors or officers or any dealer manager appointed with
respect to the exchange offer makes any recommendation as to whether
investors should participate in the exchange offer. Investors will be
able to obtain a free copy of the prospectus and other related documents
filed with the SEC by Pfizer and Zoetis at the SEC's web site at www.sec.gov.
Those documents may also be obtained for free, as applicable, from
Pfizer at www.pfizer.com
or from Zoetis at www.zoetis.com.
Forward-Looking Statements
Information in this press release contains forward-looking
statements, which reflect management’s expectations regarding future
events and operating performance and speak only as of the date hereof.
Words such as anticipate, expect, project, intend, plan, believe, and
words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify forward-looking
statements. These forward-looking statements involve a number of risks
and uncertainties. Such forward-looking statements include, but are not
limited to, statements about the benefits of the split-off, including
future financial and operating results, and each company’s plans,
objectives, expectations and intentions and other statements that are
not historical facts. A list of the factors that could cause actual
results to differ materially from those expressed in, or underlying,
those forward-looking statements is detailed in the filings of Pfizer
and Zoetis with the SEC, such as annual and quarterly reports and the
registration statement, the prospectus part thereof and related exchange
offer documents. Pfizer and Zoetis disclaim any obligation to update and
revise statements contained in these materials based on new information
or otherwise.
Internet Posting of Information
We routinely post information that may be important to investors in
the 'Investors' section of our web site at www.zoetis.com,
on our Facebook page at http://www.facebook.com/zoetis
and on Twitter @zoetis. We encourage investors and potential investors
to consult our web site regularly and to follow us on Facebook and
Twitter for important information about us.
Zoetis Inc.
Media Contacts:
Bill Price, 1-973-660-5763
william.price@zoetis.com
or
Elinore White, 1-973-401-4044
elinore.y.white@zoetis.com
or
Investor Contacts:
Dina Fede, 1-973-660-5441
or
John O’Connor, 1-973-660-6964