Pfizer Announces Final Results of Zoetis Exchange Offer
June 27 2013 - 8:44AM
Business Wire
Pfizer Inc. (NYSE: PFE) today announced the final results of its
offer to its shareholders to exchange all, some or none of their
shares of Pfizer common stock for shares of Zoetis Inc. (NYSE: ZTS)
common stock owned by Pfizer.
The exchange offer expired at 12:00 midnight, New York City
time, on June 21, 2013. Under the terms of the exchange offer,
0.9898 shares of Zoetis common stock were exchanged for each share
of Pfizer common stock accepted in the exchange offer. Pfizer
accepted 405,117,195 shares of its common stock in exchange for the
400,985,000 shares of Zoetis common stock owned by Pfizer.
Because the exchange offer was oversubscribed, Pfizer accepted
tendered shares of Pfizer common stock on a pro rata basis in
proportion to the total number of shares tendered. Shareholders who
owned fewer than 100 shares of Pfizer common stock, or an
“odd-lot”, who validly tendered all of their shares, were not
subject to proration if they requested such preferential treatment
in accordance with the terms of the exchange offer. All shares
validly tendered and not validly withdrawn by eligible odd-lot
shareholders who requested not to be subject to proration have been
accepted. The final proration factor of 24.1520516% was applied to
all other shares of Pfizer common stock that were validly tendered
and not validly withdrawn to determine the number of such shares
that have been accepted from each tendering shareholder.
Based on the final count by the exchange agent, Computershare
Trust Company, N.A., the final results of the exchange offer are as
follows:
Total number of shares of Pfizer common stock validly tendered
and not validly withdrawn: 1,674,974,996 Shares tendered
that were subject to proration 1,674,214,833 “Odd-lot” shares
tendered that were not subject to proration 760,163 Total number of
shares of Pfizer common stock accepted 405,117,195
The exchange agent is expected to deliver shares of Zoetis
common stock as follows: (1) with respect to shares tendered
through the Depository Trust Company (DTC), to the account of DTC
on June 27, 2013, so that DTC can credit each applicable DTC
participant (and such participant can credit its respective account
holders promptly thereafter), and (2) with respect to shares
tendered outside DTC, to the direct registered accounts of the
respective holders by July 5, 2013. The exchange agent will mail
checks in lieu of fractional shares of Zoetis common stock to
tendering holders with fractional interests after the exchange
agent has aggregated all fractional shares and sold them in the
open market. Shares of Pfizer common stock tendered but not
accepted for exchange will be returned to tendering shareholders in
book-entry form.
J.P. Morgan Securities LLC, BofA Merrill Lynch, Goldman Sachs
& Co. and Morgan Stanley served as the dealer managers for the
exchange offer.
About Pfizer Inc.
At Pfizer, we apply science and our global resources to bring
therapies to people that extend and significantly improve their
lives. We strive to set the standard for quality, safety and value
in the discovery, development and manufacture of health care
products. Our global portfolio includes medicines and vaccines as
well as many of the world's best-known consumer health care
products. Every day, Pfizer colleagues work across developed and
emerging markets to advance wellness, prevention, treatments and
cures that challenge the most feared diseases of our time.
Consistent with our responsibility as one of the world's premier
innovative biopharmaceutical companies, we collaborate with health
care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world.
For more than 150 years, Pfizer has worked to make a difference for
all who rely on us. To learn more, please visit us
at www.pfizer.com.
Additional Information and Where to Find It
The terms and conditions of the exchange offer are more fully
described in a registration statement on Form S-4, that includes a
Prospectus, previously filed by Zoetis and a Schedule TO previously
filed by Pfizer with the Securities and Exchange Commission (SEC),
in each case as amended. The Prospectus contains important
information about the exchange offer, Pfizer, Zoetis and related
matters, and Pfizer delivered the Prospectus to holders of Pfizer
common stock.
The SEC maintains a website that contains reports, proxy
statements and other information that Pfizer and Zoetis file
electronically with the SEC. The address of that website is
http://www.sec.gov. Holders of Pfizer common stock may also obtain
a copy of the Prospectus by clicking on the appropriate link on
http://www.zoetisexchange.com. Related documents may also be
obtained for free from Pfizer at http://www.investor.pfizer.com/ or
Zoetis at http://www.zoetis.com/.
Pfizer has retained Georgeson Inc. as the information agent for
the exchange offer. If you have any questions about the terms of
the exchange offer, you may contact the information agent at
1-866-628-6024 (toll-free in the United States), 1-800-223-2064
(toll-free for banks and brokers), 00800 3814-3814 (toll-free in
Sweden) or +1-781-575-3340 (all others outside the U.S.).
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