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Pfizer Announces Final Results Of Zoetis Exchange Offer

Pfizer Inc. (NYSE: PFE) today announced the final results of its offer to its shareholders to exchange all, some or none of their shares of Pfizer common stock for shares of Zoetis Inc. (NYSE: ZTS) common stock owned by Pfizer.

The exchange offer expired at 12:00 midnight, New York City time, on June 21, 2013. Under the terms of the exchange offer, 0.9898 shares of Zoetis common stock were exchanged for each share of Pfizer common stock accepted in the exchange offer. Pfizer accepted 405,117,195 shares of its common stock in exchange for the 400,985,000 shares of Zoetis common stock owned by Pfizer.

Because the exchange offer was oversubscribed, Pfizer accepted tendered shares of Pfizer common stock on a pro rata basis in proportion to the total number of shares tendered. Shareholders who owned fewer than 100 shares of Pfizer common stock, or an “odd-lot”, who validly tendered all of their shares, were not subject to proration if they requested such preferential treatment in accordance with the terms of the exchange offer. All shares validly tendered and not validly withdrawn by eligible odd-lot shareholders who requested not to be subject to proration have been accepted. The final proration factor of 24.1520516% was applied to all other shares of Pfizer common stock that were validly tendered and not validly withdrawn to determine the number of such shares that have been accepted from each tendering shareholder.

Based on the final count by the exchange agent, Computershare Trust Company, N.A., the final results of the exchange offer are as follows:
Total number of shares of Pfizer common stock validly tendered  
and not validly withdrawn: 1,674,974,996
Shares tendered that were subject to proration 1,674,214,833
“Odd-lot” shares tendered that were not subject to proration 760,163
Total number of shares of Pfizer common stock accepted 405,117,195

The exchange agent is expected to deliver shares of Zoetis common stock as follows: (1) with respect to shares tendered through the Depository Trust Company (DTC), to the account of DTC on June 27, 2013, so that DTC can credit each applicable DTC participant (and such participant can credit its respective account holders promptly thereafter), and (2) with respect to shares tendered outside DTC, to the direct registered accounts of the respective holders by July 5, 2013. The exchange agent will mail checks in lieu of fractional shares of Zoetis common stock to tendering holders with fractional interests after the exchange agent has aggregated all fractional shares and sold them in the open market. Shares of Pfizer common stock tendered but not accepted for exchange will be returned to tendering shareholders in book-entry form.

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