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Securities Exchange Act of 1934
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Re: |
Pfizer Inc. (“Pfizer”) |
Capitalized terms have the same meaning as defined in your letter.
You have asked for the Division’s view as to whether the Exchange Offer of Pfizer Common Stock for Zoetis Class A Common Stock will qualify for the exemption under Rule 101(c)(9) of Regulation BTR, in the event the Suspension results in a “blackout period,” as defined in Rule 100(b) of Regulation BTR.
Based on the facts presented, the Division is of the view that the Exchange Offer will qualify for the Rule 101(c)(9) exemption, such that directors and executive officers of Pfizer may continue to participate in the Exchange Offer during the pendency of any Suspension that results in a blackout period. In reaching this conclusion, we note in particular your representations that:
This position is based on the representations made to the Division in your letter. Different facts or conditions might require a different conclusion.
Sincerely,
Anne Krauskopf
Senior Special Counsel
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2013/pfizer-052113-btr.htm
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