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 3,300+ scientific posters on ePosters
  • More Than 4,900+ 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 to Acquire AstraZeneca Antibiotics
Pfizer has announced that it has entered an agreement with AstraZeneca to acquire its late-stage small molecule business for up to $1.575 billion.
Wednesday, August 24, 2016
Pfizer's $14Bn Acquisition of Medivation
It has been announced that Pfizer will acquire Medivation for $81.50 a share for a total value of roughly $14 billion.
Tuesday, August 23, 2016
Pfizer Acquires Bamboo Therapeurtics for $645M
Pfizer aims to become industry leader in gene therapy with aquisition of Bamboo Therapeutics.
Monday, August 01, 2016
Pfizer, Western Oncolytics Research Collaboration
Pfizer and Western Oncolytics have announced an immuno-oncology research collaboration.
Friday, July 29, 2016
Pfizer's $40M Bid for BIND Therapeutics
BIND Therapeutics announced Pfizer's $40 million winning bid at a Section 363 asset auction.
Thursday, July 28, 2016
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
Scientific News
Shedding Light on HIV Vaccine Design
Broadly speaking - Mathematical modelling of host-pathogen coevolution sheds light on HIV vaccine design.
AACC 2016 Sees Clinical Chemistry Labs Drive Precision Medicine Offerings
Biomarker assays to enable precision medicine and risk assessment, mass spec-based tests designed for use in clinical labs large and small, and liquid biopsy technology captured the spotlight at the AACC annual meeting.
Automated Patch Clamping Trends
Learn more about current practices, preferences and metrics in ion channel drug screening using APC technology.
Lab-on-a-Stick: Miniaturised Clinical Testing For Fast Detection Of Antibiotic Resistance
A portable power-free test for the rapid detection of bacterial resistance to antibiotics has been developed by academics at Loughborough University and the University of Reading.
Genetic Ancestry of Cultivated Strawberry Unravelled
UNH scientists constructed a linkage map of the seven chromosomes of the diploid Fragaria iinumae, which allows them to fill in a piece of the genetic puzzle about the eight sets of chromosomes of the cultivated strawberry.
Progress In Vaccination Against Vespid Venom
Researchers at the Helmholtz Zentrum München and the Technical University Munich have presented a method which facilitates a personalised procedure for wasp allergy sufferers.
New Drug Target for Inflammatory Disorders
Penn study finds enigmatic molecules maintain equilibrium between fighting infection and inflammatory havoc.
Breast Cancer Cells Found To Switch Molecular Characteristics
Spontaneous interconversion between HER2-positive and HER2-negative states could contribute to progression, treatment resistance in breast cancer.
Mechanisms of Calcium Blockers
Researchers describe how the fundamental mode of action of two distinct chemical classes of calcium channel blockers differs.
Some Breast Cancer Patients With Low Genetic Risk Could Skip Chemotherapy
Genetic test can help predict survival and guide treatment options.
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
3,300+ scientific and medical posters
A library of 2,500+ scientific videos on LabTube
4,900+ scientific videos
Close
Premium CrownJOIN TECHNOLOGY NETWORKS PREMIUM FOR FREE!