Pfizer Announces Plan for Split-Off of Zoetis

  Pfizer Announces Plan for Split-Off of Zoetis

  *Provides Pfizer shareholders an option for a tax-free exchange
  *Better positions Pfizer to focus on its core business as an innovative
    biopharmaceutical company
  *The completion of the full separation of Zoetis expected to be accretive
    to Pfizer’s EPS beginning in 2014

Business Wire

NEW YORK -- May 22, 2013

Pfizer Inc. (NYSE: PFE) today announced its intention to split off its
remaining interest in Zoetis Inc. (NYSE: ZTS), through an exchange offer.
Zoetis, formerly Pfizer’s animal health business, completed its initial public
offering (IPO) in February 2013. In the exchange offer, Pfizer shareholders
can exchange all, some or none of their shares of Pfizer common stock for
shares of Zoetis common stock owned by Pfizer. The exchange offer is
anticipated to be tax-free for participating Pfizer shareholders in the United
States, except with respect to cash received in lieu of a fractional share.
The completion of the full separation of Zoetis is expected to be accretive to
Pfizer’s earnings per share beginning in 2014.

Pfizer also announced today that, in connection with the planned split-off, it
has received a waiver of the 180-day lock-up from the joint book running
managers of the Zoetis IPO.

“We are pleased with Zoetis’s performance since the IPO in February. Given the
strong demand in the IPO and a favorable market environment, we concluded that
now is the appropriate time to distribute our remaining stake in Zoetis,” said
Ian Read, Pfizer Chairman and Chief Executive Officer. “We expect that this
exchange offer will continue to deliver value to Pfizer shareholders by
reducing the number of our outstanding shares in a tax-efficient manner. At
the same time, we believe that this transaction better positions Pfizer to
focus on our core business as an innovative biopharmaceutical company.”

The exchange offer is designed to permit Pfizer shareholders to exchange their
shares of Pfizer common stock for shares of Zoetis common stock at a 7%
discount, subject to an upper limit of 0.9898 shares of Zoetis common stock
per share of Pfizer common stock. If the upper limit is not in effect, for
each $100.00 of shares of Pfizer common stock accepted in the exchange offer,
tendering shareholders would receive approximately $107.52 of Zoetis common
stock. These values will be determined by the simple arithmetic average of the
daily volume-weighted average price of Pfizer common stock and Zoetis common
stock on the NYSE during the three consecutive trading days ending on and
including the expiration date of the exchange offer, which are expected to be
June 17, June 18 and June 19, 2013. The final exchange ratio, reflecting the
number of shares of Zoetis common stock that tendering shareholders will
receive for each share of Pfizer common stock accepted in the exchange offer,
will be announced by press release by 4:30 p.m., New York City time, on June
19, 2013, unless the exchange offer is extended or terminated. The final
exchange ratio, when announced, and a daily indicative exchange ratio
beginning at the end of the third day of the exchange offer period, will also
be available at www.zoetisexchange.com.

The completion of the exchange offer is subject to certain conditions,
including: the distribution of at least 160,394,000 shares of Zoetis common
stock in exchange for shares of Pfizer common stock tendered in the exchange
offer; the receipt of an opinion of counsel that the exchange offer will
qualify for tax-free treatment to Pfizer and its participating shareholders;
and the continued effectiveness and validity of a private letter ruling
received from the U.S. Internal Revenue Service, regarding the exchange offer,
among other things.

Pfizer owns 400,985,000 shares of Zoetis Class B common stock, which
represents approximately 80.2% of the outstanding common stock of Zoetis.
Prior to completion of the exchange offer, Pfizer intends to convert its
Zoetis Class B common stock into Zoetis Class A common stock in an amount
sufficient such that Zoetis Class A common stock may be distributed in the
exchange offer. Upon the completion of a fully subscribed exchange offer, only
Zoetis Class A common stock (which will be reclassified as Zoetis common
stock) will remain outstanding. The largest possible number of shares of
Pfizer common stock that will be accepted in the exchange offer equals
400,985,000 divided by the final exchange ratio. Because the exchange offer is
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 tendered. If the exchange offer is
undersubscribed, Pfizer would distribute less than 400,985,000 shares of
Zoetis common stock. In that case, Pfizer would continue to own an interest in
Zoetis and, depending on the number of shares of Zoetis common stock
distributed in the exchange offer, Pfizer could retain voting control of
Zoetis with respect to the election of directors. In addition, Pfizer could
use additional exchange offers or a special dividend to all Pfizer
shareholders to complete the disposition of its Zoetis shares.

The exchange offer is voluntary for Pfizer shareholders. No action is
necessary for Pfizer shareholders who choose not to participate, and their
existing Pfizer shares will not be impacted.

The terms and conditions of the exchange offer will be more fully described in
a registration statement on Form S-4 to be filed by Zoetis with the Securities
and Exchange Commission (SEC) and a tender offer statement on Schedule TO to
be filed by Pfizer with the SEC today.

J.P. Morgan Securities LLC, BofA Merrill Lynch, Goldman Sachs & Co. and Morgan
Stanley will serve as the dealer managers for the exchange offer.

About Pfizer Inc.: Working together for a healthier world®

At Pfizer, we apply science and our global resources to bring therapies to
people that extend and significantly improve their lives. We strive to set the
standard for quality, safety and value in the discovery, development and
manufacture of health care products. Our global portfolio includes medicines
and vaccines as well as many of the world's best-known consumer health care
products. Every day, Pfizer colleagues work across developed and emerging
markets to advance wellness, prevention, treatments and cures that challenge
the most feared diseases of our time. Consistent with our responsibility as
one of the world's premier innovative biopharmaceutical companies, we
collaborate with health care providers, governments and local communities to
support and expand access to reliable, affordable health care around the
world. For more than 150 years, Pfizer has worked to make a difference for all
who rely on us. To learn more, please visit us atwww.pfizer.com.

Disclosure Notice:

Statements in this communication relating to matters that are not historical
facts are “forward-looking” statements, and reflect 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 periodic reports on Form 10-K and Form 10-Q, and its
current reports on Form 8-K, filed with the SEC. Many factors could cause
actual results to differ materially from Pfizer’s forward-looking statements.
This communication also contains statements about the exchange offer and when
it is expected to be accretive to Pfizer’s earnings per share. Many factors
could cause actual results to differ materially from Pfizer’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 consolidated financial
condition, results or operations or liquidity.

Forward-looking statements are subject to risks and uncertainties, many of
which are beyond the control of Pfizer, and are potentially inaccurate
assumptions. You should not put undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date on which they are made.
Pfizer undertakes 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 will file with the SEC a registration statement on Form S-4 that will
include a Prospectus. The Prospectus will contain 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 announcement is for informational purposes only
and is neither an offer to sell or 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 will be able to obtain
information on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. Holders of Pfizer common stock will also be able to 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 will also be
able to obtain a copy of the Prospectus by clicking on the appropriate link on
this website. 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.).

Contact:

Pfizer Inc.
Media:
Joan Campion, 212-733-2798
joan.campion@pfizer.com
Investor:
Chuck Triano, 212-733-3901
charles.e.triano@pfizer.com