Zoetis to File Registration Statement; Comments on Pfizer’s Split-off Plans31 May 2013
US - Zoetis Inc. announced it intends to file a Registration Statement on Form S-4 with the Securities and Exchange Commission (SEC) in connection with the proposed exchange offer announced by Pfizer Inc. As part of the offer, Pfizer shareholders will be able to exchange all, some or none of their shares of Pfizer common stock for shares of Zoetis common stock.
Pfizer currently holds approximately 80 per cent of the outstanding common stock of Zoetis. If the exchange offer is fully subscribed, Pfizer will no longer have a controlling ownership interest in Zoetis, and Zoetis will become a fully independent company upon completion of the exchange offer. 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.
“Pfizer’s announcement marks the final step in our journey to make Zoetis a fully independent company,” said Zoetis Chief Executive Officer Juan Ramón Alaix, commenting on the Pfizer announcement. “We have been preparing for this day for nearly two years, and we are excited by the opportunity to stand on our own as the world’s leading animal health company. We will continue serving our customers in ways that make a meaningful difference to their businesses, and develop long-term partnerships delivering results that matter.
“We thank Pfizer’s leadership team and colleagues for their support throughout this entire process, and we will continue to work with them as we complete the transition to our own infrastructure,” said Mr Alaix. “We remain confident in the long-term success of our growth strategies and financial performance based on the character of our people, the diversity of our business model and the fundamental drivers that are evident in the animal health industry today.”
This announcement is for informational purposes only and is neither an offer to sell nor an offer to buy any securities, or a recommendation as to whether investors should participate in the exchange offer. The offer is made solely by the prospectus.
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