Zoetis Inc. (NYSE: ZTS), the former animal health business of
Pfizer Inc. (NYSE: PFE), opens a new chapter in the company’s
history today, marking its separation from Pfizer and first day as
a fully independent company.
“This is an historic day for Zoetis,” said Zoetis Chief
Executive Officer Juan Ramón Alaix. “We are setting off on the next
stage in our company’s life – pursuing our own initiatives and
strategies as a fully independent company.”
“I am very proud of all the Zoetis colleagues who have prepared
us for this day, while continuing to support our customers with the
products, innovations and reliable supply they expect from us. We
will continue serving our customers in ways that make a meaningful
difference to their businesses and strengthen our position as the
world leader in animal health,” said Alaix.
As of today, according to the terms of the exchange offer that
commenced on May 22, 2013, Pfizer has accepted shares of Pfizer
stock in exchange for all of its 400,985,000 shares of Zoetis
common stock, according to the preliminary results of its exchange
offer announced in a Pfizer press release today. Following Pfizer’s
acceptance of shares of Pfizer common stock, Pfizer no longer holds
any ownership interest in Zoetis, making Zoetis a fully independent
company. Full details of the preliminary results are available in a
separate press release issued this morning by Pfizer and on
www.zoetisexchange.com. Final results of the exchange offer will be
announced in the coming days.
Zoetis has also become one of the newest members of the S&P
500®. S&P Dow Jones Indices announced its intent to add Zoetis
to the S&P 500 GICS (Global Industry Classification Standard)
Pharmaceuticals Sub-Industry index after the close of trading on
June 21.
Changes in Board of Directors
In related news, Zoetis announced the appointment of Michael
McCallister as Non-Executive Chairman of the Zoetis Board of
Directors. Mr. McCallister, former CEO of Humana, has served on the
Zoetis Board since January 2013. Mr. McCallister replaces Frank
D’Amelio, Executive Vice President, Business Operations and Chief
Financial Officer of Pfizer, as Non-Executive Chairman of the
Zoetis Board. Mr. D’Amelio will remain a director on the Zoetis
Board.
Given the separation, which eliminates Pfizer’s ownership
interest in Zoetis, certain Pfizer executives have stepped down
from the Board: Geno Germano, Douglas Giordano, Charles Hill and
Amy Schulman. Meanwhile, Zoetis appointed two new independent
directors to the Board, effective as of the closing date of the
exchange offer: Sanjay Khosla and Robert Scully. The Board will
continue to evaluate additional board candidates to identify
individuals with appropriate backgrounds and experience to guide
the company’s strategic direction and contribute to the company’s
success.
“The changes to our Board reflect our full independence from
Pfizer and add valuable new experience to our leadership,” said
Alaix. “I want to thank the exiting directors for their support and
guidance in achieving our separation objectives and shaping our
strategy for the future of Zoetis.”
Mr. Khosla brings more than 35 years of international business
experience from his career with food, beverage and consumer product
leaders such as Mondelez, Kraft and Unilever, where he managed
various business units, particularly in developing markets. He also
has animal health experience from his three-year tenure as Managing
Director of Fonterra Brands and Food Service, a multi-national
dairy cooperative based in New Zealand. Mr. Khosla serves on the
board of Best Buy, Inc., a specialty retailer of consumer
electronics, personal computers, entertainment software and
appliances, and on the board of NIIT, Ltd., a company involved in
technology-related educational services.
Mr. Scully served as a member of the office of the chairman of
Morgan Stanley focusing on the firm's key clients until January
2009, when he retired after nearly 35 years in the financial
services industry. Mr. Scully brings global management experience,
business development knowledge and investor insights to the Zoetis
board. In addition to his roles at Morgan Stanley from 1996 through
2008, Mr. Scully held various positions in other banking and
financial services companies throughout his career. He currently
serves on the board of Kohlberg Kravis Roberts & Company (KKR),
a global investment management firm.
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. For more
information on the company, visit 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, including the effect of
adding new directors to replace Pfizer executives who have
resigned, the addition of Zoetis as an S&P 500 company, 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.
Exchange Offer: Additional Information and Where to Find
It
Zoetis has filed a registration statement on Form S-4 (File No.
333-188750) that includes a prospectus, dated May 22, 2013, as
amended (the “Prospectus”), with the Securities and Exchange
Commission (SEC). The Prospectus, which is included in the
registration statement, contains important information about
Pfizer, Zoetis, the exchange offer and related matters. Pfizer has
delivered 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. This
announcement is for informational purposes only and is not an offer
to sell, a 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.
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.
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