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| [April 23, 2012] |
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Pfizer To Divest Nutrition Business To Nestlé
NEW YORK --(Business Wire)--
Pfizer today announced that it has entered into an agreement to divest
its Nutrition business to Nestlé for $11.85 billion in cash. Pfizer's
Nutrition business recorded revenues of approximately $2.1 billion in
2011, an increase of 15% versus 2010.
"The transaction is a testament to the success of the Nutrition
business, including its excellent reputation, talented colleagues,
high-quality products and market reach," said Amy Schulman, Executive
Vice President, Pfizer General Counsel; President and General Manager,
Pfizer Nutrition. "The combination of Nestlé and Pfizer's Nutrition
business, with its leading position in emerging markets, portfolio and
science, will continue to serve the needs of formula-fed infants and
their healthcare professionals and caregivers. The dedication and hard
work of the Nutrition team is impressive and I am proud of the Pfizer
Nutrition colleagues around the world who are devoted to the success of
this business and the important role it plays in the lives of so many
families."
Pfizer Nutrition is a leading global pediatric nutrition company with a
strong portfolio of brands encompassing everyday and specialty infant
and toddler formulas, follow-on formulas, as well as maternal and adult
nutrition products. Pfizer Nutrition has colleagues in approximately 60
countries around the world and sales, product development,
manufacturing, and business centers in the United States, Latin America,
Europe, Middle East, Africa and Asia.
"The sale of the Nutrition business to Nestlé is consistent with
Pfizer's intention to generate the greatest value for shareholders by
maximizing the value-creation potential of our businesses and prudently
managing our capital allocation," stated Ian Read, Pfizer Chairman and
Chief Executive Officer. "We remain focused on enhancing shareholder
value and, following the completion of this divestiture, we expect to
allocate the after-tax proceeds to further share repurchases, or invest
in other business- development opportunities, with the return on share
repurchasesremaining our case to beat."
Pfizer will update its 2012 financial guidance to reflect its decision
to divest the Nutrition business to Nestlé when it reports its
first-quarter 2012 financial results on May 1, 2012. Pfizer expects that
all revenues and expenses related to the Nutrition business will be
presented as Discontinued operations - net of tax, beginning with
the second-quarter of 2012, on a retroactive basis for all periods
presented.
The transaction is subject to customary closing conditions, including
the receipt of regulatory approvals in certain jurisdictions. Pfizer
expects the divestiture of the Nutrition business will be completed by
the first half of 2013, assuming the receipt of the required regulatory
clearances and satisfaction of other closing conditions. Upon completion
of the transaction, all Pfizer colleagues currently dedicated to the
Nutrition business will be transferred to Nestlé, subject to works
council and union consultation where required.
Pfizer's financial advisors for the transaction were Morgan Stanley &
Co. LLC and Centerview Advisors LLC. Pfizer Legal Alliance (PLA) firms
Skadden, Arps, Slate, Meagher & Flom LLP, Clifford Chance LLP and DLA
Piper LLP acted as legal counsel for Pfizer. The PLA is a collaborative
partnership between Pfizer and 19 law firms.
About Pfizer Inc.: Working together for a healthier world®
At Pfizer, we apply science and our global resources to improve health
and well-being at every stage of life. We strive to set the standard for
quality, safety and value in the discovery, development and
manufacturing of medicines for people and animals. Our diversified
global health care portfolio includes human and animal biologic and
small- molecule medicines and vaccines, as well as nutritional products
and many of the world's best-known consumer 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 the
world's leading biopharmaceutical company, we also 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 about our commitments, please visit us at www.pfizer.com.
DISCLOSURE NOTICE
The information contained in this release is as of April 23, 2012.
Pfizer assumes no obligation to update forward-looking statements
contained in this release as a result of new information or future
events or developments.
This release contains forward-looking information about an agreement
by Pfizer to sell its Nutrition business to Nestle, including the
potential benefits of the transaction and the anticipated timing of the
completion of the transaction, as well as Pfizer's capital allocation
strategy, including with regard to share repurchases. Such information
involves substantial risks and uncertainties including, among other
things, whether and when Pfizer and Nestle will satisfy the various
conditions to closing the agreement, including without limitation
obtaining the required regulatory approvals; and, with regard to Pfizer's
capital allocation strategy, the uncertainties and variables inherent in
business financial and operating performance, including, among other
things, competitive developments, general economic, political, business,
industry, regulatory and market conditions, and the other risks and
uncertainties set forth in Pfizer's Annual Report on Form 10-K for the
fiscal year ended December 31, 2011 and in its reports on Form 10-Q and
Form 8-K.

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