Businessweek

Pfizer%20Inc.%20%28NYSE%3APFE%29%20announced%20the%20split%20off%20of%2080.2%25%20stake%20of%20Zoetis%20Inc.%20%28NYSE%3AZTS%29%20to%20shareholders%20of%20Pfizer%20Inc.%20for%20%2413.2%20billion%20on%20May%2022%2C%202013.%20Shareholders%20of%20Pfizer%20will%20receive%200.9898%20shares%20of%20Zoetis%20common%20stock%20for%20each%20share%20of%20Pfizer%20common%20stock.%20Pfizer%20holds%20400.9%20million%20shares%20of%20Zoetis%20Class%20B%20common%20stock%2C%20which%20it%20will%20convert%2C%20on%20a%20share-for-share%20basis%2C%20into%20Zoetis%20Class%20A%20common%20stock.%20Shareholders%20of%20Pfizer%20Inc%20will%20receive%20Class%20A%20common%20shares.%20Under%20the%20terms%20of%20deal%2C%20Pfizer%20will%20exchange%20400.9%20million%20shares%20of%20Zoetis%20in%20exchange%20for%20405.1%20million%20shares%20of%20Pfizer.%20The%20tender%20offer%20will%20remain%20open%20till%20June%2019%2C%202013.%20The%20exchange%20offer%20is%20subject%20to%20various%20conditions%2C%20including%20that%20at%20least%20160.4%20million%20shares%20of%20Zoetis%20common%20stock%20will%20be%20distributed%20in%20exchange%20for%20shares%20of%20Pfizer%20common%20stock%20that%20are%20tendered%20in%20the%20exchange%20offer%2C%20Pfizer%20receives%20an%20opinion%20of%20counsel%20to%20the%20effect%20that%20the%20exchange%20offer%20will%20qualify%20for%20non-recognition%20of%20gain%20and%20loss%2C%20the%20private%20letter%20ruling%20from%20the%20IRS%20regarding%20the%20exchange%20offer.%20Certain%20acquisitions%20of%20Zoetis%20common%20stock%20under%20the%20exchange%20offer%20may%20require%20a%20premerger%20notification%20filing%20under%20the%20Hart-Scott-Rodino%20Antitrust%20Improvements%20Act.%20All%20conditions%20to%20the%20completion%20of%20the%20exchange%20offer%20must%20be%20satisfied%20or%2C%20where%20permissible%2C%20waived%20by%20Pfizer%20before%20the%20expiration%20of%20the%20exchange%20offer.%20Pfizer%20also%20announced%20that%2C%20in%20connection%20with%20the%20planned%20split-off%2C%20it%20has%20received%20a%20waiver%20of%20the%20180-day%20lock-up%20from%20the%20joint%20book%20running%20managers%20of%20the%20Zoetis%20initial%20public%20offering.%20The%20spilt%20off%20is%20expected%20to%20be%20accretive%20to%20Pfizer%u2019s%20earnings%20per%20share%20beginning%20in%202014.%0D%0A%0D%0AJ.P.%20Morgan%20Securities%20LLC%2C%20Merrill%20Lynch%2C%20Pierce%2C%20Fenner%20%26%20Smith%20Incorporated%2C%20Goldman%2CSachs%20%26%20Co.%20and%20Morgan%20Stanley%20%26%20Co.%20LLC%20acted%20as%20dealer%20managers%20and%20financial%20advisors%2C%20Guggenheim%20Securities%2C%20LLC%20acted%20as%20financial%20advisor%2C%20KPMG%20LLP%20acted%20as%20accountant%20and%20Stacy%20J.%20Kanter%20and%20Thomas%20W.%20Greenberg%20of%20Skadden%2C%20Arps%2C%20Slate%2C%20Meagher%20%26%20Flom%20LLP%20acted%20as%20legal%20advisors%20to%20Pfizer.%20KPMG%20LLP%20acted%20as%20accountant%20and%20Paul%20M.%20Kinsella%2C%20of%20Ropes%20%26%20Gray%20LLP%20acted%20as%20legal%20advisor%20to%20Zoetis.%20Georgeson%20Inc.%20acted%20as%20the%20information%20agent%20and%20Computershare%20Trust%20Company%2C%20N.A.%20acted%20as%20the%20exchange%20agent%20in%20connection%20with%20the%20exchange%20offer.%20Davis%20Polk%20%26%20Wardwell%20LLP%2C%20acted%20as%20legal%20advisor%20to%20dealer%20managers%20and%20Guggenheim%20Securities%2C%20LLC.

Pfizer%20Inc.%20%28NYSE%3APFE%29%20announced%20the%20split%20off%20of%2080.2%25%20stake%20of%20Zoetis%20Inc.%20%28NYSE%3AZTS%29%20to%20shareholders%20of%20Pfizer%20Inc.%20for%20%2413.2%20billion%20on%20May%2022%2C%202013.%20Shareholders%20of%20Pfizer%20will%20receive%200.9898%20shares%20of%20Zoetis%20common%20stock%20for%20each%20share%20of%20Pfizer%20common%20stock.%20Pfizer%20holds%20400.9%20million%20shares%20of%20Zoetis%20Class%20B%20common%20stock%2C%20which%20it%20will%20convert%2C%20on%20a%20share-for-share%20basis%2C%20into%20Zoetis%20Class%20A%20common%20stock.%20Shareholders%20of%20Pfizer%20Inc%20will%20receive%20Class%20A%20common%20shares.%20Under%20the%20terms%20of%20deal%2C%20Pfizer%20will%20exchange%20400.9%20million%20shares%20of%20Zoetis%20in%20exchange%20for%20405.1%20million%20shares%20of%20Pfizer.%20The%20tender%20offer%20will%20remain%20open%20till%20June%2019%2C%202013.%20The%20exchange%20offer%20is%20subject%20to%20various%20conditions%2C%20including%20that%20at%20least%20160.4%20million%20shares%20of%20Zoetis%20common%20stock%20will%20be%20distributed%20in%20exchange%20for%20shares%20of%20Pfizer%20common%20stock%20that%20are%20tendered%20in%20the%20exchange%20offer%2C%20Pfizer%20receives%20an%20opinion%20of%20counsel%20to%20the%20effect%20that%20the%20exchange%20offer%20will%20qualify%20for%20non-recognition%20of%20gain%20and%20loss%2C%20the%20private%20letter%20ruling%20from%20the%20IRS%20regarding%20the%20exchange%20offer.%20Certain%20acquisitions%20of%20Zoetis%20common%20stock%20under%20the%20exchange%20offer%20may%20require%20a%20premerger%20notification%20filing%20under%20the%20Hart-Scott-Rodino%20Antitrust%20Improvements%20Act.%20All%20conditions%20to%20the%20completion%20of%20the%20exchange%20offer%20must%20be%20satisfied%20or%2C%20where%20permissible%2C%20waived%20by%20Pfizer%20before%20the%20expiration%20of%20the%20exchange%20offer.%20Pfizer%20also%20announced%20that%2C%20in%20connection%20with%20the%20planned%20split-off%2C%20it%20has%20received%20a%20waiver%20of%20the%20180-day%20lock-up%20from%20the%20joint%20book%20running%20managers%20of%20the%20Zoetis%20initial%20public%20offering.%20The%20spilt%20off%20is%20expected%20to%20be%20accretive%20to%20Pfizer%u2019s%20earnings%20per%20share%20beginning%20in%202014.%0D%0A%0D%0AJ.P.%20Morgan%20Securities%20LLC%2C%20Merrill%20Lynch%2C%20Pierce%2C%20Fenner%20%26%20Smith%20Incorporated%2C%20Goldman%2CSachs%20%26%20Co.%20and%20Morgan%20Stanley%20%26%20Co.%20LLC%20acted%20as%20dealer%20managers%20and%20financial%20advisors%2C%20Guggenheim%20Securities%2C%20LLC%20acted%20as%20financial%20advisor%2C%20KPMG%20LLP%20acted%20as%20accountant%20and%20Stacy%20J.%20Kanter%20and%20Thomas%20W.%20Greenberg%20of%20Skadden%2C%20Arps%2C%20Slate%2C%20Meagher%20%26%20Flom%20LLP%20acted%20as%20legal%20advisors%20to%20Pfizer.%20KPMG%20LLP%20acted%20as%20accountant%20and%20Paul%20M.%20Kinsella%2C%20of%20Ropes%20%26%20Gray%20LLP%20acted%20as%20legal%20advisor%20to%20Zoetis.%20Georgeson%20Inc.%20acted%20as%20the%20information%20agent%20and%20Computershare%20Trust%20Company%2C%20N.A.%20acted%20as%20the%20exchange%20agent%20in%20connection%20with%20the%20exchange%20offer.%20Davis%20Polk%20%26%20Wardwell%20LLP%2C%20acted%20as%20legal%20advisor%20to%20dealer%20managers%20and%20Guggenheim%20Securities%2C%20LLC.

Nuron%20Biotech%20Inc.%20acquired%20Meningitec%20vaccine%20of%20Pfizer%20Inc.%20%28NYSE%3APFE%29%20on%20December%2010%2C%202012.%20Charles%20Liles%20of%20MacDougall%20Biomedical%20Communications%20acted%20as%20public%20relations%20advisor%20for%20Nuron%20Biotech%20Inc.

Nuron%20Biotech%20Inc.%20acquired%20Meningitec%20vaccine%20of%20Pfizer%20Inc.%20%28NYSE%3APFE%29%20on%20December%2010%2C%202012.%20Charles%20Liles%20of%20MacDougall%20Biomedical%20Communications%20acted%20as%20public%20relations%20advisor%20for%20Nuron%20Biotech%20Inc.