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

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
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 2,800+ scientific posters on ePosters
  • More Than 4,000+ 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 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 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
Pfizer to Acquire Hospira for $17B
Companies have into a definitive merger agreement under which Pfizer will acquire Hospira for $90 a share in cash for a total enterprise value of approximately $17 billion.
Thursday, February 05, 2015
Pfizer Acquires Redvax
Acquisition provides Pfizer with a preclinical CMV vaccine candidate.
Thursday, January 08, 2015
Pfizer Expands Rare Disease Research with Establishment of Gene Therapy Platform
Signs collaboration with Spark Therapeutics to advance phase 1/2 Adeno-associated virus (AAV) vector program in hemophilia B.
Friday, December 12, 2014
Pfizer, Merck to Evaluate Novel Anti-Cancer Combination Regimen
This multi-center, open-label clinical study will be conducted by Pfizer and is expected to begin in 2015.
Wednesday, August 27, 2014
Pfizer to Acquire InnoPharma
Under the terms of the agreement, Pfizer will acquire InnoPharma for an upfront cash payment of $225 million, with up to $135 million of contingent milestone payments.
Wednesday, July 16, 2014
Pfizer Confirms Interest in AstraZeneca
Pfizer submitted a preliminary, non-binding indication of interest to the board of directors of AZ in January 2014 regarding a possible merger transaction.
Monday, April 28, 2014
Pfizer Presents Phase 3 Safety And Immunogenicity Data On HIV Drug
Pfizer Inc. presented the results from a Phase 3 study demonstrating the immunogenicity, tolerability and safety of Prevnar 13® in adults infected with HIV.
Tuesday, March 05, 2013
Scientific News
High Throughput Mass Spectrometry-Based Screening Assay Trends
Dr John Comley provides an insight into HT MS-based screening with a focus on future user requirements and preferences.
How a Genetic Locus Protects Adult Blood-Forming Stem Cells
Mammalian imprinted Gtl2 protects adult hematopoietic stem cells by restricting metabolic activity in the cells' mitochondria.
Genetic Basis of Fatal Flu Side Effect Discovered
A group of people with fatal H1N1 flu died after their viral infections triggered a deadly hyperinflammatory disorder in susceptible individuals with gene mutations linked to the overactive immune response, according to a recent study.
New Tech Vastly Improves CRISPR/Cas9 Accuracy
A new CRISPR/Cas9 technology developed by scientists at UMass Medical School is precise enough to surgically edit DNA at nearly any genomic location, while avoiding potentially harmful off-target changes typically seen in standard CRISPR gene editing techniques.
The MaxSignal Colistin ELISA Test Kit from Bioo Scientific
Kit can help prevent the antibiotic apocalypse by keeping last resort drugs out of the food supply.
"Good" Mozzie Virus Might Hold Key to Fighting Human Disease
Australian scientists have discovered a new virus carried by one of the country’s most common pest mosquitoes.
Non-Disease Proteins Kill Brain Cells
Scientists at the forefront of cutting-edge research into neurodegenerative diseases such as Alzheimer’s and Parkinson’s have shown that the mere presence of protein aggregates may be as important as their form and identity in inducing cell death in brain tissue.
Closing the Loop on an HIV Escape Mechanism
Research team finds that protein motions regulate virus infectivity.
New Class of RNA Tumor Suppressors Identified
Two short, “housekeeping” RNA molecules block cancer growth by binding to an important cancer-associated protein called KRAS. More than a quarter of all human cancers are missing these RNAs.
Potential Treatment for Life-Threatening Viral Infections Revealed
The findings point to new therapies for Dengue, West Nile and Ebola.
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
2,800+ scientific and medical posters
A library of 2,500+ scientific videos on LabTube
4,000+ scientific videos