Zoetis Inc., the former animal health business of Pfizer Inc., opened a new chapter in the company's history last week, marking its separation from Pfizer and emergence as a fully independent company.
"This is an historic day for Zoetis," said Zoetis Chief Executive Officer Juan Ramón Alaix. "We are setting off on the next stage in our company's life - pursuing our own initiatives and strategies as a fully independent company."
"I am very proud of all the Zoetis colleagues who have prepared us for this day, while continuing to support our customers with the products, innovations and reliable supply they expect from us. We will continue serving our customers in ways that make a meaningful difference to their businesses and strengthen our position as the world leader in animal health," said Alaix.
As of today, according to the terms of the exchange offer that commenced on May 22, 2013, Pfizer has accepted shares of Pfizer stock in exchange for all of its 400,985,000 shares of Zoetis common stock, according to the preliminary results of its exchange offer announced in a Pfizer press release today. Following Pfizer's acceptance of shares of Pfizer common stock, Pfizer no longer holds any ownership interest in Zoetis, making Zoetis a fully independent company. Full details of the preliminary results are available in a separate press release issued this morning by Pfizer and on zoetisexchange.com. Final results of the exchange offer will be announced in the coming days.
Zoetis has also become one of the newest members of the S&P 500®. S&P Dow Jones Indices announced its intent to add Zoetis to the S&P 500 GICS (Global Industry Classification Standard) Pharmaceuticals Sub-Industry index after the close of trading on June 21.
Changes in Board of Directors
In related news, Zoetis announced the appointment of Michael McCallister as Non-Executive Chairman of the Zoetis Board of Directors. Mr. McCallister, former CEO of Humana, has served on the Zoetis Board since January 2013. Mr. McCallister replaces Frank D'Amelio, Executive Vice President, Business Operations and Chief Financial Officer of Pfizer, as Non-Executive Chairman of the Zoetis Board. Mr. D'Amelio will remain a director on the Zoetis Board.
Given the separation, which eliminates Pfizer's ownership interest in Zoetis, certain Pfizer executives have stepped down from the Board: Geno Germano, Douglas Giordano, Charles Hill and Amy Schulman. Meanwhile, Zoetis appointed two new independent directors to the Board, effective as of the closing date of the exchange offer: Sanjay Khosla and Robert Scully. The Board will continue to evaluate additional board candidates to identify individuals with appropriate backgrounds and experience to guide the company's strategic direction and contribute to the company's success.
"The changes to our Board reflect our full independence from Pfizer and add valuable new experience to our leadership," said Alaix. "I want to thank the exiting directors for their support and guidance in achieving our separation objectives and shaping our strategy for the future of Zoetis."
Mr. Khosla brings more than 35 years of international business experience from his career with food, beverage and consumer product leaders such as Mondelez, Kraft and Unilever, where he managed various business units, particularly in developing markets. He also has animal health experience from his three-year tenure as Managing Director of Fonterra Brands and Food Service, a multi-national dairy cooperative based in New Zealand. Mr. Khosla serves on the board of Best Buy, Inc., a specialty retailer of consumer electronics, personal computers, entertainment software and appliances, and on the board of NIIT, Ltd., a company involved in technology-related educational services.
Mr. Scully served as a member of the office of the chairman of Morgan Stanley focusing on the firm's key clients until January 2009, when he retired after nearly 35 years in the financial services industry. Mr. Scully brings global management experience, business development knowledge and investor insights to the Zoetis board. In addition to his roles at Morgan Stanley from 1996 through 2008, Mr. Scully held various positions in other banking and financial services companies throughout his career. He currently serves on the board of Kohlberg Kravis Roberts & Company (KKR), a global investment management firm.