Filed by: Pfizer Inc.Investor Road Show Presentation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Pfizer Inc.
Commission File No.: 333-188750
Animal Health Industry and Zoetis Overview
May 2013
THE EXCHANGE OFFER
Issuer: Zoetis Inc. (“ZTS” or “Zoetis”)
Up to 400,985,000 shares* of ZTS Class A common stock for
Offer to Exchange: outstanding shares of Pfizer Inc. (“PFE”) common stock
7% based on average of VWAPs of PFE and ZTS during the
Target Discount on ZTS: Pricing Period (subject to the Maximum Exchange Ratio)
0.9898 shares of ZTS per share of PFE tendered (represents a
Maximum Exchange Ratio: 12% discount to ZTS based on May 21 closing prices)
Pricing Period: Expected to be June 17, 18 and 19
Expiration: Expected June 19, 2013 at 12:00 midnight New York City time
Exchange / Ticker: NYSE / ZTS
J.P. Morgan Securities LLC; BofA Merrill Lynch; Goldman, Sachs
Dealer Managers: & Co.; Morgan Stanley & Co. LLC
Minimum Condition: 160,394,000 shares of ZTS distributed
* representing Pfizer’s entire remaining interest in Zoetis
FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking statements that address various matters including our 2013 financial guidance and forecast future business performance. Each forward-looking statement contained in this presentation is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, regulatory actions, such as restrictions and bans on use of antibacterials and timing of any new product approvals; perceived adverse effects on human health linked to animals that use our products; outbreaks of infectious diseases in animals that use our products, such as the incidence of H7N9 bird flu in China; competitive pressures, including from manufacturers of generic products; international economic developments, including fluctuations in exchange rates; environmental trends and conditions; and the risks identified under the heading “Risk Factors” in the prospectus dated May 22, 2013 related to the exchange offer and in our Annual Report on Form 10-K for 2012, which was filed with the Securities and Exchange Commission on March 28, 2013, as well as the other information we file with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this presentation. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this presentation speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
NON-GAAP FINANCIAL INFORMATION
We use non-GAAP financial measures, such as adjusted net income and adjusted diluted earnings per share, to assess and analyze our operational results and trends and to make financial and operational decisions. We believe these non-GAAP financial measures are also useful to investors because they provide greater transparency regarding our operating performance. The non-GAAP financial measures included in this presentation should not be considered alternatives to measurements required by GAAP AAP, such as net income, operating income, and nd earnings per share, and nd should not be considered measures of liquidity. These non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. Reconciliation of non-GAAP financial measures and GAAP financial measures are included herein in the appendix.
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ADDITIONAL INFORMATION
Zoetis has filed a registration statement on Form S-4 (File No. 333-188750) with the Securities and Exchange Commission (SEC). The prospectus, which is included in the registration statement, contains important information about Pfizer, Zoetis, the exchange offer and related matters. Pfizer has delivered the prospectus to its shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN ITS ENTIRETY THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY PFIZER AND ZOETIS WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY INVESTMENT DECISION. None of Pfizer, Zoetis, or any of their respective directors or officers or any dealer manager appointed with respect to the exchange offer makes any recommendation as to whether investors should participate in the exchange offer. This announcement is for informational purposes only and is not an offer to sell, a solicitation of an offer to buy any securities or a recommendation as to whether investors should participate in the exchange offer. The offer will be made solely by the prospectus.
The prospectus, documents related to the exchange offer and other documents filed with the SEC by Pfizer and Zoetis may be obtained at the SEC’s website at www.sec.gov or at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Copies of the prospectus, and other documents filed with the SEC, can be obtained by mail from the SEC at the above address, at prescribed rates. A free copy of the prospectus may be obtained by clicking on the appropriate link at www.zoetisexchange.com, a website maintained by Pfizer. Copies of the registration statement filed by Zoetis may also be obtained at www.zoetis.com.
.
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ZOETIS
KEY INVESTMENT HIGHLIGHTS
1 Global leader in an attractive and growing industry
2 Established direct presence in both emerging markets and developed markets
3 Highly diversified by product, species, therapeutic area, and geography
4 Leader in direct sales and marketing, with strong customer relationships
5 Leader in new product development
6 High-quality products delivered by our world-class manufacturing operations
7 Track record of profitable revenue growth and significant cash flow generation
8 Experienced management team to deliver on strong growth strategies
ANIMAL HEALTH
INDUSTRY – KEY TAKEAWAYS
LARGE, GROWING INDUSTRY SUPPORTED BY STRONG FUNDAMENTALS
DIVERSE
GLOBAL DIFFERENT ATTRACTIVE ACROSS
GROWTH FROM HUMAN FINANCIAL MULTIPLE
DRIVERS HEALTH PROFILE DIMENSIONS
6
ANIMAL HEALTH
KEY DRIVERS OF MARKET GROWTH
LIVESTOCK COMPANION ANIMAL
Global population growth
Economic development, particularly in emerging markets
Increased demand for Increased ownership and
animal protein medicalization
Productivity improvements Unmet medical needs
7
ANIMAL HEALTH
FAVORABLE MARKET DYNAMICS VS. HUMAN HEALTH
Direct selling Limited influence
relationships of 3rd party payors
Veterinarians Pet owners
Sustained R&D Brand loyalty /
lower generics
productivity Large producers pressure
Multiple species
with distinct
regional needs
8
OUR DIVERSE BUSINESS MODEL
REVENUE REVENUE REVENUE REVENUE
BY GEOGRAPHY* BY PRODUCT LINE* BY SPECIES* BY THERAPEUTIC AREA*
Top three
products: 20%
2% 3%
16% 12% 9%
29%
18% 41% 39% 14% 37% 16%
61%
25% 35% 17% 26%
United States (US) Top ten products Cattle Anti-infectives
Europe, Africa and All other product lines Companion Animal Vaccines
Middle East (EuAfME) Swine Other pharmaceuticals
Canada and Latin
America (CLAR) Poultry Parasiticides
Asia Pacific (APAC) Other Livestock Medicated feed
(Fish and Sheep) additives
Other non-pharma
* Based on 2012 Revenue
CORE STRATEGIES WILL DRIVE STRONG AND SUSTAINABLE GROWTH
• Leverage our direct local presence and strong customer relationships
• Further penetrate emerging markets
• Pursue new product development and value-added brand lifecycle management to extend our product portfolio
• Remain the partner of choice for access to new products and technologies
• Continue to provide high-quality products and improve manufacturing production margins
• Expand into complementary businesses to become a more complete, trusted partner in providing solutions
10
Financial Overview
STRONG ORGANIC GROWTH PLUS ACQUISITIONS HAVE BUILT ZOETIS INTO THE MARKET LEADER
ZOETIS REVENUE
($MILLIONS)
ZOETIS BASE REVENUE GROWTH
(PERCENT)
KAH FDAH Zoetis
+30%
+18%
$3,582
$2,760
$4,233
79 718 329
2,681 2,864 3,2382009A 2010A 2011A
7%
7%
5%
2010A 2011A 2012A
Fort Dodge Animal Health (FDAH) acquired October
th , 2009
Government mandated divestitures throughout 2010 and 2011
Alpharma acquired January 31st, 2011
Largest Animal Health business
Reported Revenue (USD millions) $3,582 $4,233 $4,336
% Growth Reported:
30% 18% 2%
% Acquisition:
23% 9% 1%
% Divested Products:
-3% -1% 0%
% Foreign Exchange:
3% 3% -4%
12
TRACK RECORD OF MARGIN IMPROVEMENT
ADJUSTED GROSS MARGIN (USD Millions)
% Gross Margin
64%
64% 63% 63% 63% 63%
2,264 2,652 2,787
1,759 659 692
2009 2010 2011 2012 Q1 2012 Q1 2013
ADJUSTED TOTAL OPERATING EXPENSES(USD Millions)
% Revenue
52% 49%
44% 43%
40% 38%
1,437 1,768 1,846 1,845
422 418
2009 2010 2011 2012 Q1 2012 Q1 2013
Adjusted Gross Margin and Adjusted Total Operating Expenses are calculated before the impact of purchase accounting adjustments, acquisition related costs and certain significant items and are non-GAAP financial measures.
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TRACK RECORD OF MARGIN IMPROVEMENT
ADJUSTED EBITDA (USD Millions)
% Revenue
22% 25%
15% 17% 25% 29%
940 1079
426 617 259 314
2009 2010 2011 2012 Q1 2012 Q1 2013
COMMENTARY
• Adjusted EBITDA margin improvement driven by:
– Scale resulting from the recent acquisitions
– Gross margin improvement
– Operating expense leverage
Adjusted EBITDA is calculated before the impact of purchase accounting adjustments, acquisition related costs and certain significant items and is a non-GAAP financial measure.
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ADJUSTED INCOME STATEMENT HIGHLIGHTS
First Quarter
Foreign
2013* 2012* Change Operational2
Exchange
Revenues $1,090 $1,047 4%(1)% 5%
Adjusted Cost of Sales1 398 388 3% 1% 2%
as a percent of revenues 36.5% 37.1% NA NA NA
Adjusted SG&A Expenses1 322 331(3)%(1)%(2)%
Adjusted R&D Expenses1 90 93(3)% —(3)%
Adjusted Interest Expense1 22 8 175%
Adjusted Other (Income) / 2(6)(133)%
Deductions1
Adjusted Tax Rate1 29.0% 33.2% NA
Adjusted Net Income1 179 152 18%
*Millions of dollars, NA – Not applicable
1 Adjusted cost of sales, adjusted selling, general and administrative expenses (SG&A), adjusted research and development expenses (R&D), adjusted interest expense, adjusted other (income) / deductions, adjusted tax rate and adjusted net income (non-GAAP financial measures) are defined as the corresponding reported U.S. generally accepted accounting principles (GAAP) income statement line items, excluding purchase accounting adjustments, acquisition-related costs and certain significant items.
| 2 |
|
Operational change excludes the impact of foreign exchange. |
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US SEGMENT PERFORMANCE
Revenues
$500 $454 $425 $400
$209 s $185
ion $300
Mill
$ $200
$240 $245
$100
$0
1Q12 1Q13
Livestock Companion Animal
Earnings1
$500
$400
s
ion $300
$234 Mill $217 $
$200
$100
$0
1Q12 1Q13
7% Growth 8% Growth
Defined as income before provision for taxes on income 16
EuAfME SEGMENT PERFORMANCE
Revenues
$400
$300 $275 $290
Earnings1
$400 $300
5% Reported Growth
4% Operational2 Growth
13% Reported Growth 16% Operational2 Growth
1Defined as income before provision for taxes on income
2Operational growth is defined as growth excluding the impact of foreign exchange 17
CLAR SEGMENT PERFORMANCE
Revenues
$250
$200 $173
$171 s ion $150 $35 $32 Mill
$ $100
$138 $139
$50
$0
1Q12 1Q13
Livestock Companion Animal
Earnings1
$250
$200
s
ion $150
Mill
$ $100
$54 $52
$50
$0
1Q12 1Q13
1% Reported Decline 4% Reported Decline
4% Operational2 Growth 9% Operational2 Growth
1Defined as income before provision for taxes on income
2Operational growth is defined as growth excluding the impact of foreign exchange 18
APAC SEGMENT PERFORMANCE
Revenues
$250
$200
$174 $175 s ion $150 $48 $48 Mill
$ $100
$50 $126 $127
$0
1Q12 1Q13
Livestock Companion Animal
Earnings1
$250
$200
s
ion $150
Mill $ $100 $75 $71
$50
$0
1Q12 1Q13
1% Reported Growth 6% Reported Growth
2% Operational2 Growth 6% Operational2 Growth
1Defined as income before provision for taxes on income
2Operational growth is defined as growth excluding the impact of foreign exchange 19
2013 GUIDANCE
Revenues $4.425B – $4.525B
Adjusted Cost of Sales as a Percentage of Revenues1 35% – 36%
Adjusted SG&A Expense1 $1.385B – $1.435B
Adjusted R&D Expense1 $385M – $415M
Adjusted Interest Expense1 Approximately $115M
Adjusted Other (Income) / Deductions1 Approximately $20M income
Tax Rate on Adjusted Net Income Approximately 29.5%
Reported Diluted EPS $1.00 – $1.06
Adjusted Diluted EPS1 $1.36 – $1.42
Certain Significant Items2 and Acquisition-Related Costs $200M – $240M
Full-year 2013 guidance assumes a blend of the actual exchange rates in effect during the first quarter of 2013 and a mid-April exchange rate for the remainder of the year.
1Non-GAAP adjusted net income and non-GAAP adjusted diluted earnings per share (non-GAAP financial measures) are defined as reported net income attributable to Zoetis and reported diluted earnings per share, excluding purchase accounting adjustments, acquisition-related costs and certain significant items. 2Includes certain nonrecurring costs related to becoming a standalone public company, such as new branding (including changes to the manufacturing process for required new packaging), the creation of standalone systems and infrastructure, site separation and certain legal registration and patent assignment costs.
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ZOETIS
KEY TAKEAWAYS
Q1 2013:
• First quarter results represent a solid start for the year, showing the diversity of our business across products, species and geographies and demonstrates an ability to grow earnings faster than sales.
2013 Guidance:
• Assumes a blend of actual exchange rates in effect during the first quarter of 2013 and mid April exchange rates for the remainder of the year.
• Quarterly results are subject to some variability related to many factors including, but not limited to, weather patterns and herd management decisions.
• Annual guidance reflects our confidence in the diversity of our portfolio, the strength of our business model and our view of the evolving market conditions for animal health products this year.
ZOETIS
KEY INVESTMENT HIGHLIGHTS
| 1 |
|
Global leader in an attractive and growing industry |
| 2 |
|
Established direct presence in both emerging markets and developed markets |
| 3 |
|
Highly diversified by product, species, therapeutic area, and geography |
| 4 |
|
Leader in direct sales and marketing, with strong customer relationships |
| 5 |
|
Leader in new product development |
| 6 |
|
High-quality products delivered by our world-class manufacturing operations |
| 7 |
|
Track record of profitable revenue growth and significant cash flow generation |
| 8 |
|
Experienced management team to deliver on strong growth strategies |
APPENDIX
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
2012
Certain
GAAP Purchase Acquisition Significant Non-GAAP
in USD millions Reported Accounting related costs Items Adjusted
Revenues $4,336 $0 $0 $0 $4,336
Cost of Sales 1,563(4)(9)(1) 1,549
Gross Profit $2,773 $4 $9 $1 $2,787
Gross Profit as % of Revenue 64.0% 64.3%
Selling, general and administrative expenses 1,470 1(1)(18) 1,452
Research & Development Expenses 409 0 0(10) 399
Amortization of intangible assets 64(49) 0 0 15
Restructuring charges and certain acquisition related costs 135 0(43)(92) 0
Other (Income) / Expenses(46) 0 0 25(21)
Total Operating Expenses $2,032($48)($44)($95) $1,845
Total Operating Expenses as % of Revenue 46.9% 42.6%
Income/(loss) before Interest and Taxes $741 $52 $53 $96 $942
Interest Expense 31 0 0 0 31
Income before provision for taxes on income $710 $52 $53 $96 $911
Provision for taxes on income 274 17 19 62 372
Income from continuing operations $436 $35 $34 $34 $539
Net income attributable to non-controlling interests 0 0 0 0 0
Net income attributable to Zoetis $436 $35 $34 $34 $539
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
2011
Certain
GAAP Purchase Acquisition Significant Non-GAAP
in USD millions Reported Accounting related costs Items Adjusted
Revenues $4,233 $0 $0 $0 $4,233
Cost of Sales 1,652(34)(6)(31) 1,581
Gross Profit $2,581 $34 $6 $31 $2,652
Gross Profit as % of Revenue 61.0% 62.7%
Selling, general and administrative expenses 1,453 2(3)(5) 1,447
Research & Development Expenses 427(1) 0(19) 407
Amortization of intangible assets 69(49) 0 0 20
Restructuring charges and certain acquisition related costs 154 0(114)(40) 0
Other (Income) / Expenses 48 0 1(77)(28)
Total Operating Expenses $2,151($48)($116)($141) $1,846
Total Operating Expenses as % of Revenue 50.8% 43.6%
Income/(loss) before Interest and Taxes $430 $82 $122 $172 $806
Interest Expense 36 0 0 0 36
Income before provision for taxes on income $394 $82 $122 $172 $770
Provision for taxes on income 146 27 44 47 264
Income from continuing operations $248 $55 $78 $125 $506
Net income attributable to non-controlling interests 3 0 0 0 3
Net income attributable to Zoetis $245 $55 $78 $125 $503
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
2010
Certain
GAAP Purchase Acquisition Significant Non-GAAP
in USD millions Reported Accounting related costs Items Adjusted
Revenues $3,582 $0 $0 $0 $3,582
Cost of Sales 1,444(107) 0(19) 1,318
Gross Profit $2,138 $107 $0 $19 $2,264
Gross Profit as % of Revenue 59.7% 63.2%
Selling, general and administrative expenses 1,382 0(17) 0 1,365
Research & Development Expenses 411 0 0 0 411
Amortization of intangible assets 58(41) 0 0 17
Restructuring charges and certain acquisition related costs 202 0(200)(2) 0
Other (Income) / Expenses(130) 0 0 105(25)
Total Operating Expenses $1,923($41)($217) $103 $1,768
Total Operating Expenses as % of Revenue 53.7% 49.4%
Income/(loss) before Interest and Taxes $215 $148 $217($84) $496
Interest Expense 37 0 0 0 37
Income before provision for taxes on income $178 $148 $217($84) $459
Provision for taxes on income 67 45 72 -1 183
Income from continuing operations $111 $103 $145($83) $276
Net income attributable to non-controlling interests 1 0 0 0 1
Net income attributable to Zoetis $110 $103 $145($83) $275
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
2009
Certain
GAAP Purchase Acquisition Significant Non-GAAP
in USD millions Reported Accounting related costs Items Adjusted
Revenues $2,760 $0 $0 $0 $2,760
Cost of Sales 1,078(24) 0(53) 1,001
Gross Profit $1,682 $24 $0 $53 $1,759
Gross Profit as % of Revenue 60.9% 63.7%
Selling, general and administrative expenses 1,066 1 0(10) 1,057
Research & Development Expenses 368 0 0(3) 365
Amortization of intangible assets 33(17) 0 0 16
Restructuring charges and certain acquisition related costs 340 0(247)(93) 0
Other (Income) / Expenses(3) 0 0 2(1)
Total Operating Expenses $1,804($16)($247)($104) $1,437
Total Operating Expenses as % of Revenue 65.4% 52.1%
Income/(loss) before Interest and Taxes($122) $40 $247 $157 $322
Interest Expense 26 0 0 0 26
Income before provision for taxes on income($148) $40 $247 $157 $296
Provision for taxes on income(47) 13 79 63 108
Income from continuing operations($101) $27 $168 $94 $188
Net income attributable to non-controlling interests(1) 0 0 0(1)
Net income attributable to Zoetis($100) $27 $168 $94 $189
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RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
1Q 2013
Certain
GAAP Purchase Acquisition Significant Non-GAAP
in USD millions Reported Accounting related costs Items Adjusted
Revenues $1,090 $0 $0 $0 $1,090
Cost of Sales 402(1) 0(3) 398
Gross Profit $688 $1 $0 $3 $692
Gross Profit as % of Revenue 63.1% 63.5%
Selling, general and administrative expenses 357 0 0(35) 322
Research & Development Expenses 90 0 0 0 90
Amortization of intangible assets 15(11) 0 0 4
Restructuring charges and certain acquisition related costs 7 0(6)(1) 0
Other (Income) / Expenses 5 0 0(3) 2
Total Operating Expenses $474($11)($6)($39) $418
Total Operating Expenses as % of Revenue 43.5% 38.3%
Income/(loss) before Interest and Taxes $214 $12 $6 $42 $274
Interest Expense 22 0 0 0 22
Income before provision for taxes on income $192 $12 $6 $42 $252
Provision for taxes on income 52 4 2 15 73
Net income attributable to Zoetis $140 $8 $4 $27 $179
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
1Q 2012
Certain
GAAP Purchase Acquisition Significant Non-GAAP
in USD millions Reported Accounting related costs Items Adjusted
Revenues $1,047 $0 $0 $0 $1,047
Cost of Sales 393(1)(3)(1) 388
Gross Profit $654 $1 $3 $1 $659
Gross Profit as % of Revenue 62.5% 62.9%
Selling, general and administrative expenses 338 0 0(7) 331
Research & Development Expenses 102 0 0(9) 93
Amortization of intangible assets 16(12) 0 0 4
Restructuring charges and certain acquisition related costs 25 0(11)(14) 0
Other (Income) / Expenses(6) 0 0 0(6)
Total Operating Expenses $475($12)($11)($30) $422
Total Operating Expenses as % of Revenue 45.4% 40.3%
Income/(loss) before Interest and Taxes $179 $13 $14 $31 $237
Interest Expense 8 0 0 0 8
Income before provision for taxes on income $171 $13 $14 $31 $229
Provision for taxes on income 59 4 5 8 76
Income from continuing operations $112 $9 $9 $23 $153
Net income attributable to non-controlling interests 1 0 0 0 1
Net income attributable to Zoetis $111 $9 $9 $23 $152
RECONCILIATION OF ADJUSTED NET INCOME TO ADJUSTED EBITDA
2009 – 2012 ; 1Q 2012 and 1Q 2013
in USD millions 2009 2010 2011 2012 1Q12 1Q13
Adjusted Net Income $189 $275 $503 $539 $ 152 $179
Interest 26 37 36 31 8 22
Taxes 108 183 264 372 76 73
Depreciation 86 103 117 119 19 35
Amortization 17 19 20 18 4 5
Adjusted EBITDA $426 $617 $940 $1,079 $ 259 $314
% of revenue 15.4% 17.2% 22.2% 24.9% 24.7% 28.8%
Interest, taxes, depreciation, and amortization include charges as included in adjusted net income.
Adjusted EBITDA is calculated before the impact of purchase accounting adjustments, acquisition related costs and certain
significant items and is a non-GAAP financial measure.
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Forward-Looking Statements
Statements in this communication relating to matters that are not historical facts are “forward-looking” statements, and reflect Zoetis’s and 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 and Zoetis’s periodic reports on Form 10-K and Form 10-Q, and current reports on Form 8-K, and the Prospectus, filed with the Securities and Exchange Commission (the “SEC”). Many factors could cause actual results to differ materially from Pfizer’s and Zoetis’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 or Zoetis’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 or Zoetis’s financial condition, results or operations or liquidity.
Forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of Zoetis or Pfizer, and are potentially inaccurate assumptions. Investors should not put undue reliance on forward-looking statements. Forward-looking statements speak only as of the date on which they are made. Zoetis and Pfizer undertake 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
Zoetis has filed with the SEC a registration statement on Form S-4 that includes the Prospectus. The Prospectus contains important information about the exchange offer, Pfizer, Zoetis and related matters, and Pfizer will deliver 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, WHEN THEY BECOME AVAILABLE AND 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 communication is for informational purposes only and is neither an offer to sell nor the solicitation of an offer to buy any securities or a recommendation as to whether investors should participate in the exchange offer. The offer will be made solely by the Prospectus.
Holders of Pfizer common stock may obtain the Prospectus, and other related documents filed with the SEC, at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549, and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Holders of Pfizer common stock may also obtain copies of the Prospectus, and other documents filed with the SEC, by mail from the SEC at the above address, at prescribed rates. The SEC also 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 may also obtain a copy of the Prospectus by clicking on the appropriate link on http://www.zoetisexchange.com.
Alternatively, Georgeson Inc., the information agent for the exchange offer, will, upon request, arrange to send the Prospectus to holders of Pfizer common stock who call 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.).