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UPDATE: Pfizer Reports Final Exchange Ratio of 0.9898 for Zoetis Exchange Offer, Extends Offer to Jun. 21st

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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For each share of Pfizer common stock that is validly tendered and not validly withdrawn by shareholders and that is accepted by Pfizer pursuant to the exchange offer, Pfizer will deliver 0.9898 shares of Zoetis common stock to or at the direction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 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with approximately 868,006,432 shares of Pfizer common stock having been validly tendered for exchange and not validly withdrawn.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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