Corporate Banner
Satellite Banner
Technology
Networks
Scientific Communities
 
Become a Member | Sign in
Home>News>This Article
  News
Return

Pfizer Announces Plan for Split-Off of Zoetis

Published: Thursday, May 23, 2013
Last Updated: Thursday, May 23, 2013
Bookmark and Share
The offer better positions Pfizer to focus on its core business as an innovative biopharmaceutical company.

Pfizer Inc. announced its intention to split off its remaining interest in Zoetis Inc. , 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 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.


Further Information

Join For Free

Access to this exclusive content is for Technology Networks Premium members only.

Join Technology Networks Premium for free access to:

  • Exclusive articles
  • Presentations from international conferences
  • Over 3,200+ scientific posters on ePosters
  • More Than 4,700+ scientific videos on LabTube
  • 35 community eNewsletters


Sign In



Forgotten your details? Click Here
If you are not a member you can join here

*Please note: By logging into TechnologyNetworks.com you agree to accept the use of cookies. To find out more about the cookies we use and how to delete them, see our privacy policy.

Related Content

Pfizer Advances Biosimilars Leadership with Investment in Biotechnology Center
Company has announced that the facility will foster the continued development of the biotechnology industry in China, further supporting National healthcare reforms.
Tuesday, June 28, 2016
Pfizer Breaks Ground On New Biologics Facility
The company has broken ground for its new biologics clinical manufacturing facility in Andover, Massachusetts.
Monday, June 20, 2016
Pfizer to Acquire Anacor
Company has entered into a merger agreement under which it will acquire Anacor for $99.25 per Anacor share in cash.
Thursday, May 19, 2016
Pfizer, IBM Collaboration Aims to Transform Parkinson’s Disease Care
Experimental “Internet of Things” system uses connected devices to enable remote measurement of health and quality of life in real-time.
Thursday, April 07, 2016
Pfizer Terminates $160bn Allergan Deal
Proposed merger agreement between Pfizer and Allergan has been terminated by mutual agreement of the companies.
Wednesday, April 06, 2016
Pfizer, Calibr Collaborate
The California Institute for Biomedical Research (Calibr), a nonprofit translational research institute, has announced that it has entered into a global strategic collaboration with Pfizer Inc. to develop novel antibody-based therapeutic agents for the treatment of heart failure.
Friday, January 15, 2016
Pfizer, Adaptive Biotechnologies Collaborate
Pfizer Inc. and Adaptive Biotechnologies Corporation have entered into a translational research collaboration to leverage next generation sequencing of the adaptive immune system to advance Pfizer’s growing immuno-oncology franchise.
Monday, January 11, 2016
Pfizer and Allergan to Combine
This move will create a new global biopharmaceutical leader with best-in-class innovative and established businesses
Tuesday, November 24, 2015
Pfizer and Synthon Enter into U.S. Commercialization Agreement
Synthon’s glatiramer acetate, a potential generic version of Copaxone®1 for the treatment of relapsing remitting multiple sclerosis is currently being reviewed by the U.S. Food and Drug Administration.
Friday, August 07, 2015
Pfizer Announces Expansion of Lease Agreement with MIT Subsidiary
Consolidation of Cambridge research centers creates a single Pfizer Cambridge campus to help expedite discovery and development efforts and encourage creative collaboration.
Friday, July 24, 2015
Pfizer CTI, Foundation Launch Collaboration
Pfizer’s Centers for Therapeutic Innovation (CTI) and the Jeffrey Modell Foundation (JMF) have agreed to collaborate intended to advance research into immunological diseases.
Thursday, July 09, 2015
Pfizer Inaugurates Center of Excellence in Precision Medicine with Strong Focus on Genomics
Work conducted at center to revolutionize diagnosis and treatment of cancer globally.
Thursday, July 09, 2015
Pfizer Enters into Agreement with GlaxoSmithKline
Agreement with GSK to acquire Nimenrix and Mencevax vaccines.
Thursday, June 25, 2015
Pfizer Acquires Minority Interest in AM-Pharma
Option to acquire company may be exercised based on Phase II trial results for recombinant human Alkaline Phosphatase.
Tuesday, May 12, 2015
Merck and Pfizer Finalize Agreement to Co-Promote XALKORI®
Co-promotion of XALKORI allows the alliance between Merck KGaA, Darmstadt, Germany, and Pfizer to establish a combined oncology sales organization in key markets for the program.
Thursday, April 09, 2015
Scientific News
Open Source Seed Initiative – A Welcome Boost to Global Crop Breeding
A team of plant breeders, farmers, non-profit agencies, seed advocates, and policymakers have created the Open Source Seed Initiative.
ASMS 2016: Targeting Mass Spectrometry Tools for the Masses
The expanding application range of MS in life sciences, food, energy, and health sciences research was highlighted at this year's ASMS meeting in San Antonio, Texas.
Benchtop Automation Trends
Gain a better understanding of current interest in and future deployment of benchtop automated systems.
Anthrax Proteins Might Help Treat Cancerous Tumors
Studies in mice reveal novel treatment regimen.
New Cancer Drug Target Found in Dual-Function Protein
Findings from a study from TSRI have shown that targeting a protein called GlyRS might help to halt cancer growth.
Key to Chronic Fatigue Syndrome is in Your Gut, Not Head
Researchers report they have identified biological markers of the disease in gut bacteria and inflammatory microbial agents in the blood.
HIV Structure Stabilized
Findings represent ‘big accomplishment’ in biomedical engineering and design.
Four Newly-Identified Genes Could Improve Rice
A Japanese research team have applied a method used in human genetic analysis to rice and rapidly discovered four new genes that are potentially significant for agriculture. These findings could influence crop breeding and help combat food shortages caused by a growing population.
New Cancer Drug Target in Dual-Function Protein
Scientists at The Scripps Research Institute (TSRI) have identified a protein that launches cancer growth and appears to contribute to higher mortality in breast cancer patients.
Antibodies To Dengue May Alter Course Of Zika Virus Infection
Scientists at Emory Vaccine Center, in collaboration with investigators from Thailand, have found that people infected with dengue virus develop antibodies that cross-react with Zika virus.
Scroll Up
Scroll Down
Skyscraper Banner

Skyscraper Banner
Go to LabTube
Go to eposters
 
Access to the latest scientific news
Exclusive articles
Upload and share your posters on ePosters
Latest presentations and webinars
View a library of 1,800+ scientific and medical posters
3,200+ scientific and medical posters
A library of 2,500+ scientific videos on LabTube
4,700+ scientific videos
Close
Premium CrownJOIN TECHNOLOGY NETWORKS PREMIUM FOR FREE!