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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rules 13e-4(d)(1), 13e-4(e)(3) and 13e-4(f)(1)(ii)
Rule 14e-1(b)

May 22, 2013

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via E-mail
Thomas W. Greenberg
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522


Pfizer Inc. - Exchange Offer
Incoming letter dated May 22, 2013

Dear Mr. Greenberg:

We are responding to your letter dated May 22, 2013, addressed to Michele M. Anderson, Nicholas P. Panos and Alexandra M. Ledbetter, as supplemented by telephone conversations with us, in regard to Pfizer's request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response letter is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

On the basis of the representations and the facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under the Securities Exchange Act of 1934 if Pfizer conducts the Exchange Offer in the manner described in your letter. In issuing this no-action position, we considered the following facts, among others:

  • Pfizer will be disclosing a specified dollar value of Zoetis's Class A Common Stock that tendering Pfizer security holders will receive in exchange for a fixed dollar value of tendered Pfizer Common Stock;
  • The formula for determining the number of shares of Zoetis Class A Common Stock to be received in exchange for shares of Pfizer Common Stock will be disclosed in the tender offer materials disseminated to security holders, the formula will remain fixed throughout the duration of the Exchange Offer and, if there is a change in the formula, the Exchange Offer will remain open for at least 10 business days thereafter;
  • The Exchange Offer will be extended for two business days if the final exchange ratio is subject to the upper limit, as defined in your letter, thereby providing Pfizer security holders with up to two additional business days during which to tender or withdraw their shares;
  • Pfizer will publish on a website maintained for the Exchange Offer the daily indicative calculated per-share values and exchange ratios and will provide a toll-free number that Pfizer security holders can use to obtain Exchange Offer pricing-related information;
  • Pfizer Common Stock and Zoetis Class A Common Stock are both listed on the New York Stock Exchange, thereby providing security holders with readily observable trading prices and Pfizer with trading information to be used in calculating indicative exchange ratios;
  • Pfizer will publish the final exchange ratio on the Exchange Offer website and in a press release no later than 4:30 p.m., New York City time, on the expiration date of the Exchange Offer and Pfizer will file an amendment to its Schedule TO on the same date setting forth the same information; and
  • Pfizer will make available forms of notice of guaranteed delivery and notice of withdrawal both in printed materials and on the Exchange Offer website, will permit tenders and withdrawals to be made until 12:00 midnight, New York City time, on the expiration date of the Exchange Offer, and will disclose the procedures for making tenders and withdrawals, including the times and methods by which tenders and withdrawals must be made, in the tender offer materials.

The foregoing no-action positions are based solely on the representations and the facts presented in your letter dated May 21, 2013, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the Exchange Offer. Pfizer should discontinue the Exchange Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Exchange Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Exchange Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Exchange Offer.

For the Division of Corporation Finance,

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 05/23/2013