Pfizer Inc. (PFE) announced its intention to split off its remaining interest in Zoetis Inc. (ZTS), through an exchange offer. Zoetis, formerly Pfizer's animal health business, completed its initial public offering in February 2013. Pfizer expects the completion of the full separation of Zoetis to be accretive to its earnings per share beginning in 2014.
The exchange offer is voluntary for Pfizer shareholders. 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 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.
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.
In a separate annoucement, Zoetis Inc. said it intends to file a Registration Statement on Form S-4 with the SEC in connection with the proposed exchange offer announced by Pfizer Inc.
Pfizer currently holds approximately 80% 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.
Zoetis Chief Executive Officer, Juan Ramón Alaix, said: "Pfizer's announcement marks the final step in our journey to make Zoetis a fully independent company."
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