Pfizer Inc.
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.
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withdrawn by shareholders and that is accepted by Pfizer pursuant to the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 18, 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having been validly tendered for exchange and not validly withdrawn.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.
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PFEPfizer Inc
$22.43-0.47%
Edge Rankings
Momentum
28.59
Growth
96.90
Quality
64.13
Value
30.40
Price Trend
Short
Medium
Long
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