Company Website:
http://www.pfizer.com
NEW YORK -- (Business Wire)
The fifth graf should read: As of 4 p.m., New York City time, on June
19, 2013, the exchange offer was oversubscribed, with approximately
868,006,432 shares of Pfizer common stock having been validly tendered
for exchange and not validly withdrawn. (sted: As of 4 p.m., New York
City time, on June 18, 2013, xxx)
The corrected release reads:
PFIZER ANNOUNCES FINAL EXCHANGE RATIO OF 0.9898 FOR ZOETIS EXCHANGE
OFFER AND AUTOMATIC EXTENSION OF OFFER TO MIDNIGHT ON FRIDAY, JUNE 21,
2013
Pfizer Inc. (NYSE: PFE) today announced the final exchange ratio in
connection with its previously announced offer to its shareholders to
exchange some or all of their shares of Pfizer common stock for shares
of Zoetis Inc. (NYSE: ZTS) common stock held by Pfizer.
For each share of Pfizer common stock that is validly tendered and not
validly withdrawn by shareholders and that is accepted by Pfizer
pursuant to the exchange offer, Pfizer will deliver 0.9898 shares of
Zoetis common stock to or at the direction of such tendering holder.
Because the exchange offer will be 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 validly tendered by shareholders. Based on the final exchange
ratio, Pfizer will accept for exchange 405,117,195 shares of its common
stock if the exchange offer is fully subscribed.
The final calculated per-share value of Pfizer common stock and the
final calculated per-share value of Zoetis common stock, in each case
determined in the manner described in the exchange offer prospectus,
would have resulted in an exchange ratio of more than the upper limit of
0.9898. Accordingly, the final exchange ratio has been set at 0.9898
shares of Zoetis common stock for each share of Pfizer common stock
accepted in the exchange offer.
Because the upper limit is in effect, the exchange offer has been
automatically extended to 12:00 midnight, New York City time, on Friday,
June 21, 2013, as provided by the terms of the exchange offer.
Accordingly, Pfizer shareholders may tender or withdraw their shares of
Pfizer common stock until that time by following the procedures
described in the exchange offer prospectus and related letter of
transmittal. The completion of the exchange offer is subject to certain
conditions as set forth in the exchange offer prospectus.
As of 4 p.m., New York City time, on June 19, 2013, the exchange offer
was oversubscribed, with approximately 868,006,432 shares of Pfizer
common stock having been validly tendered for exchange and not validly
withdrawn.
J.P. Morgan Securities LLC, BofA Merrill Lynch, Goldman Sachs & Co. and
Morgan Stanley are serving 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.
Disclosure Notice:
Statements in this communication relating to matters that are not
historical facts are “forward-looking” statements, and reflect Pfizer’s
current views with respect to, among other things, future events and
performance. Forward-looking statements are generally identified by
using words such as “anticipate,” “estimate,” “expect,” “intend,”
“project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,”
“may,” “might,” “should,” “can have,” “likely” or the negative version
of these words or comparable words or by using future dates in
connection with any discussion of future performance, actions or events.
Forward-looking statements are not guarantees of future performance,
actions or events. These matters involve risks and uncertainties as
discussed in Pfizer’s periodic reports on Form 10-K and Form 10-Q, and
its current reports on Form 8-K, filed with the SEC. Many factors could
cause actual results to differ materially from Pfizer’s forward-looking
statements. This communication also contains statements about the
exchange offer. Many factors could cause actual results to differ
materially from Pfizer’s forward-looking statements with respect to the
exchange offer, including the ability to satisfy the conditions of the
exchange offer, and risks relating to any unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses and future
prospects. Consequently, while the list of factors presented here is
considered representative, no such list should be considered to be a
complete statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the realization
of forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material adverse effect on
Pfizer’s consolidated financial condition, results or operations or
liquidity.
Forward-looking statements are subject to risks and uncertainties,
many of which are beyond the control of Pfizer, and are potentially
inaccurate assumptions. You should not put undue reliance on
forward-looking statements. Forward-looking statements speak only as of
the date on which they are made. Pfizer undertakes no obligation to
publicly update forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent required
by applicable securities laws. Investors should understand that it is
not possible to predict or identify all such factors.
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. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROSPECTUS, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BEFORE MAKING ANY INVESTMENT DECISION. None
of Pfizer, Zoetis or any of their respective directors or officers or
the dealer managers appointed with respect to the exchange offer makes
any recommendation as to whether you should participate in the exchange
offer. This announcement is for informational purposes only and is
neither an offer to sell nor the solicitation of an offer to buy any
securities nor a recommendation as to whether investors should
participate in the exchange offer. The offer is made solely by the
Prospectus.
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 will also be able to 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 or how to participate, 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.).
Contacts:
Pfizer Inc.
Media Contact: Joan Campion, (212) 733-2798
joan.campion@pfizer.com
Investor
Contact: Chuck Triano, (212) 733-3901
charles.e.triano@pfizer.com
Source: Pfizer Inc.
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