SEC Info - Pfizer Inc - ‘S-4’ on 9/3/15

THE EXCHANGE OFFERS WILL EXPIRE IMMEDIATELY FOLLOWING 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 1, 2015, UNLESS EXTENDED (THE “EXPIRATION DATE”). NOTES TENDERED IN THE EXCHANGE OFFERS MAY BE VALIDLY WITHDRAWN PRIOR TO THE EXPIRATION DATE. BY TENDERING YOUR NOTES, YOU WILL BE DEEMED TO HAVE VALIDLY DELIVERED YOUR CONSENT TO THE PROPOSED AMENDMENTS TO THE HOSPIRA INDENTURE WITH RESPECT TO THE RELEVANT SERIES OF HOSPIRA NOTES. CONSENTS MAY BE REVOKED PRIOR TO THE EXPIRATION DATE BY VALIDLY WITHDRAWING THE RELATED TENDER OF HOSPIRA NOTES PRIOR TO THE EXPIRATION DATE.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND CONSENT SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL AND CONSENT IS COMPLETED.

The undersigned hereby acknowledges receipt of the prospectus dated September 3, 2015 (the “Prospectus”) of Pfizer Inc., as issuer (“Pfizer”), and this Letter of Transmittal and Consent (this “Letter of Transmittal”), which together describe (a) the offers of Pfizer (each, an “exchange offer” and collectively, the “exchange offers”) to exchange each validly tendered and accepted note (each, a “Hospira Note” and collectively, the “Hospira Notes”) of a series listed on the cover page of this Letter of Transmittal issued by Hospira, Inc. (“Hospira”), for a new note (each, a “Pfizer Note” and collectively, the “Pfizer Notes”) of a corresponding series to be issued by Pfizer and (b) the solicitation of consents (each, a “consent solicitation” and collectively, the “consent solicitations”) to amend the Hospira Indenture and the Hospira Notes, in the case of each of (a) and (b) above, upon the terms and subject to the conditions described in the Prospectus and this Letter of Transmittal. Capitalized terms used herein without definition have the meanings ascribed to them in the Prospectus.

The consummation of the exchange offers is subject to, and conditional upon, among other things, the receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal amount of each series of Hospira Notes (the “Requisite Consents”). We may, at our option and in our sole discretion, waive any such conditions, except the condition that the registration statement relating to the Pfizer Notes has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The proposed amendments may become effective with respect to any series of Hospira Notes for which the Requisite Consents are received and the Requisite Consent Condition (as defined below) has been waived, if necessary.

This Letter of Transmittal is to be used to accept one or more of the exchange offers if the applicable Hospira Notes are (i) to be tendered by effecting a book-entry transfer into the exchange agent’s account at The Depository Trust Company (“DTC”) and instructions are not being transmitted through DTC’s Automated Tender Offer Program (“ATOP”) or (ii) held in certificated form and thus are to be physically delivered to the exchange agent. Unless you intend to tender Hospira Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, any signature guarantees and any other required documents to indicate the action you desire to take with respect to the exchange offers.

Holders of Hospira Notes tendering Hospira Notes by book-entry transfer to the exchange agent’s account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal. DTC participants accepting the applicable exchange offer may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the exchange agent’s account at DTC. DTC will then send an “agent’s message” (as described in the Prospectus) to the exchange agent for its acceptance. Delivery of the agent’s message by DTC will satisfy the terms of the exchange offers as to execution and delivery of a letter of transmittal by the DTC participant identified in the agent’s message. Delivery of Hospira Notes pursuant to a notice of guaranteed delivery is not permitted and any Hospira Notes so delivered shall not be considered validly tendered.

Holders of Hospira Notes held in certificated form tendering any of those Hospira Notes must complete, execute and deliver this Letter of Transmittal, any signature guarantees and other required documents, as well as the certificate representing those Hospira Notes that the holder wishes to tender in the applicable exchange offer. Delivery is not complete until the required items are actually received by the exchange agent.

Holders tendering Hospira Notes will thereby consent to the proposed amendments to the Hospira Indenture and the Hospira Notes, as described in the Prospectus. The completion, execution and delivery of this Letter of Transmittal (or the delivery by DTC of an agent’s message in lieu thereof) constitutes the delivery of a consent with respect to the Hospira Notes tendered.

Subject to the terms and conditions of the exchange offers and the consent solicitations and applicable law, Pfizer will deposit with the exchange agent (in each case, as more fully described in the Prospectus):

Assuming the conditions to the exchange offers are satisfied or, where permitted, waived, Pfizer will issue new Pfizer Notes in book-entry form and pay the cash consideration promptly following the Expiration Date of the exchange offers.

The exchange agent will act as agent for the tendering holders for the purpose of receiving any cash payments from Pfizer. DTC will receive the Pfizer Notes from Pfizer and deliver Pfizer Notes (in book-entry form) to or at the direction of those holders. DTC will make each of these deliveries on the same day it receives Pfizer Notes with respect to Hospira Notes accepted for exchange, or as soon thereafter as practicable.

The term “holder” with respect to the exchange offers and the consent solicitations means any person in whose name Hospira Notes are registered on the books of Hospira or any other person who has obtained a properly completed bond power from the registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the exchange offers and the consent solicitations. Holders who wish to tender their Hospira Notes using this Letter of Transmittal must complete it in its entirety.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL (INCLUDING THE INSTRUCTIONS HERETO) AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT.

To effect a valid tender of Hospira Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the table entitled “Description of Hospira Notes Tendered and in Respect of Which Consents are Delivered” below and sign this Letter of Transmittal where indicated.

The Pfizer Notes will be delivered only in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian as specified in the table below, and the payment of the cash consideration will be made by credit to the DTC account of the undersigned (unless specified otherwise in the “Special Payment Instructions” below) in immediately available funds. Failure to provide the information necessary to effect delivery of Pfizer Notes will render a tender defective and Pfizer will have the right, which it may waive, to reject such tender.

The Hospira Notes to which this Letter of Transmittal relates should be listed below. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.

Enter the title and the CUSIP Number of the series of Hospira Notes being tendered and as to which consents are being delivered.

Need not be completed by Holders tendering by book-entry transfer (see below).

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Unless otherwise indicated in the column labeled “Principal Amount Tendered And As To Which Consents Are Delivered” and subject to the terms and conditions set forth in the Prospectus, a Holder will be deemed to have tendered the entire aggregate principal amount represented by the Hospira Notes indicated in the column labeled “Aggregate Principal Amount Represented.” See Instruction 5.

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For a valid tender, consents must be given for all Notes tendered. Accordingly, consents will be deemed to be delivered for all Hospira Notes tendered.

By crediting the Hospira Notes to the exchange agent’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the exchange offers, including, if applicable, transmitting to the exchange agent an agent’s message in which the holder of the Hospira Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the participant in DTC confirms on behalf of itself and the beneficial owners of such Hospira Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the exchange agent.

The undersigned hereby (a) tenders to Pfizer, upon the terms and subject to the conditions set forth in the Prospectus and in this Letter of Transmittal (collectively, the “Terms and Conditions”), receipt of which is hereby acknowledged, the principal amount or amounts of each series of Hospira Notes indicated in the table above entitled “Description of Hospira Notes Tendered and in Respect of Which Consents are Delivered” (or, if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the series of Hospira Notes indicated in such table) and (b) consents, with respect to such principal amount or amounts, to the proposed amendments described in the Prospectus to the Hospira Indenture and the Hospira Notes and to the execution of a supplemental indenture (the “Supplemental Indenture”) effecting such proposed amendments.

The undersigned understands that the tender and consent made hereby will remain in full force and effect unless and until such tender and consent are withdrawn and revoked in accordance with the procedures set forth in the Prospectus. The undersigned understands that the consent may not be revoked and tendered Hospira Notes may not be withdrawn after the Expiration Date, 11:59 p.m., New York City time, on October 1, 2015, unless extended.

If the undersigned is not the registered holder of the Hospira Notes indicated in the table above entitled “Description of Hospira Notes Tendered and in Respect of which Consents are Delivered” or such holder’s legal representative or attorney–in–fact (or, in the case of Hospira Notes held through DTC, the DTC participant for whose account such Hospira Notes are held), then the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney–in–fact) to deliver a consent in respect of such Hospira Notes on behalf of the holder thereof, and such proxy is being delivered with this Letter of Transmittal.

The consummation of the exchange offers is subject to, and conditional upon, among other things, the receipt of valid consents to the proposed amendments to the Hospira Indenture and the Hospira Notes of a majority in principal amount of each series of Hospira Notes outstanding (the “Requisite Consent Condition”). We may, at our option and in our sole discretion, waive any such conditions, except the condition that the registration statement has been declared effective by the SEC. The proposed amendments may become effective with respect to any series of Hospira Notes for which the Requisite Consents are received and the Requisite Consent Condition has been waived.

The undersigned understands that, upon the terms and subject to the conditions of the exchange offers, Hospira Notes of any series validly tendered and accepted for exchange will be exchanged for Pfizer Notes of the corresponding series. The undersigned understands that, under certain circumstances, Pfizer may not be required to accept any of the Hospira Notes tendered (including any such Hospira Notes tendered after the Expiration Date). If any Hospira Notes are not accepted for exchange for any reason or if Hospira Notes are withdrawn, such unexchanged or withdrawn Hospira Notes will be returned without expense to the undersigned’s account at DTC or such other account as designated herein pursuant to the book-entry transfer procedures described in the Prospectus as promptly as practicable after the Expiration Date or termination of the applicable exchange offer.

Subject to and effective upon the acceptance for exchange and issuance of Pfizer Notes and the payment of the cash consideration, in exchange for Hospira Notes tendered upon the terms and subject to the conditions of the exchange offers, the undersigned hereby:

The undersigned understands that tenders of Hospira Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal, if and when accepted by Pfizer, will constitute a binding agreement between the undersigned and Pfizer upon the Terms and Conditions, which agreement will be governed by, and construed in accordance with, the laws of the State of New York.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Hospira Notes tendered hereby (with full knowledge that the exchange agent also acts as the agent of Pfizer) with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

The undersigned further acknowledges and agrees that under no circumstances will interest on the cash consideration or any accrued and unpaid interest on such portion, be paid by Pfizer, by reason of any delay on the part of the exchange agent in making delivery or payment to the holders entitled thereto or any delay in the allocation or crediting of securities or monies received by DTC to participants in DTC or in the allocation or crediting of securities or monies received by participants to beneficial owners and in no event will Pfizer be liable for interest or damages in relation to any delay or failure of payment to be remitted to any holder.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

By execution hereof, the undersigned hereby represents that if it is located outside the United States, the exchange offers and consent solicitations and the undersigned’s acceptance of such exchange offers and consent solicitations do not contravene the applicable laws of where it is located and that its participation in the exchange offers and consent solicitations will not impose on Pfizer any requirement to make any deliveries, filings or registrations.

The undersigned understands that consents may be revoked and tenders of Hospira Notes may be withdrawn only at any time prior to the Expiration Date of the exchange offers. A valid withdrawal of tendered Hospira Notes prior to the Expiration Date will constitute the concurrent valid revocation of such holder’s related consent. A notice of withdrawal with respect to tendered Hospira Notes will be effective only if delivered to the exchange agent in accordance with the specific procedures set forth in the Prospectus.

If the terms of the exchange offers and consent solicitations are amended in a manner determined by us to constitute a material change adversely affecting any holder of the Hospira Notes, we will promptly disclose any such amendment in a manner reasonably calculated to inform holders of the Hospira Notes of such amendment, and will extend the relevant exchange offers and consent solicitations as well as extend the withdrawal deadline, or if the Expiration Date has passed, provide additional withdrawal rights, for a time period that we deem appropriate, depending upon the significance of the amendment and the manner of disclosure to the holders of the Hospira Notes, if the exchange offers and consent solicitations would otherwise expire during such time period.

Unless otherwise indicated under “Special Payment Instructions,” the undersigned hereby requests that the exchange agent credit the DTC account specified in the table entitled “Description of Hospira Notes Tendered

and in Respect of Which Consents are Delivered” for the cash consideration in respect of any Hospira Notes accepted for exchange and for any book–entry transfers of Hospira Notes not accepted for exchange. If the “Special Payment Instructions” are completed, the undersigned hereby requests that the exchange agent credit the DTC account indicated therein for any cash exchange consideration in respect of any Hospira Notes accepted for exchange and for any book–entry transfers of Hospira Notes not accepted for exchange in the name of the person or account indicated under “Special Payment Instructions.”

The undersigned recognizes that Pfizer has no obligations under the “Special Payment Instructions” provisions of this Letter of Transmittal to effect the transfer of any Hospira Notes from the holder(s) thereof if Pfizer does not accept for exchange any of the principal amount of the Hospira Notes tendered pursuant to this Letter of Transmittal.

The acknowledgments, representations, warranties and agreements of a holder tendering Hospira Notes will be deemed to be repeated and reconfirmed on and as of each of the Expiration Date and Settlement Date.

IMPORTANT: PLEASE SIGN HERE WHETHER OR NOT HOSPIRA NOTES

ARE BEING PHYSICALLY TENDERED HEREBY

(PLEASE ALSO INCLUDE A COMPLETED FORM W–9 OR APPLICABLE FORM W-8)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders, and consents to the proposed amendments to the Hospira Indenture (and to the execution of the Supplemental Indenture effecting such amendments) with respect to, the principal amount of each series of Hospira Notes indicated in the table above entitled “Description of Hospira Notes Tendered and in Respect of Which Consents are Delivered.”

SIGNATURE(S) REQUIRED

Signature(s) of Registered Holder(s) of Hospira Notes


X
X


Dated:				, 2015

(The above lines must be signed by the registered holder(s) of Hospira Notes as the name(s) appear(s) on the Hospira Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Hospira Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney–in–fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by Pfizer, submit evidence satisfactory to Pfizer of such person’s authority so to act. See Instruction 4 regarding the completion of this Letter of Transmittal, printed below.)


Name(s):
(Please Print)


Capacity:



Address:
(Including Zip Code)


Area Code and Telephone No.:



Taxpayer Identification or Social Security No.:

SIGNATURE(S) GUARANTEED (IF REQUIRED)

See Instruction 4.

Certain signatures must be guaranteed by a Medallion Signature Guarantor.

Signature(s) guaranteed by a Medallion Signature Guarantor:

(Authorized Signature)

(Title)

(Name of Firm)

(Address, Including Zip Code)

(Area Code and Telephone Number)

Dated: , 2015

SPECIAL PAYMENT INSTRUCTIONS

(See instructions 2, 4 and 5)

To be completed ONLY if (i) payment of any cash amounts is to be credited to an account maintained at DTC other than the account indicated above, or (ii) Hospira Notes tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

Credit any cash amounts or unexchanged Hospira Notes delivered by book–entry transfer to DTC account number set forth below:

(DTC Account Number)

Name of Account Party:

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS AND
CONSENT SOLICITATIONS

1. Delivery of Letter of Transmittal. This Letter of Transmittal is to be completed by holders either if certificates are to be forwarded herewith or if tenders of Hospira Notes are to be made by book-entry transfer to the exchange agent’s account at DTC and instructions are not being transmitted through ATOP.

Certificates for all physically tendered Hospira Notes or a confirmation of a book-entry transfer into the exchange agent’s account at DTC of all Hospira Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the exchange agent at its address set forth herein before the expiration date of the applicable exchange offer.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the applicable exchange offer by causing DTC to transfer Hospira Notes to the exchange agent in accordance with DTC’s ATOP procedures for such transfer prior to the expiration date of such exchange offer. The exchange agent will make available its general participant account at DTC for the Hospira Notes for purposes of the exchange offers. Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the exchange agent. No Letter of Transmittal should be sent to Pfizer, Hospira, DTC or the dealer managers.

The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the option and risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured is recommended. Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery service. In all cases, sufficient time should be allowed to ensure timely delivery.

Any beneficial owner whose Hospira Notes are held by or in the name of a custodial entity such as a broker, dealer, commercial bank, trust company or other nominee, should be aware that such custodial entity may have deadlines earlier than the expiration date for such custodial entity to be advised of the action that the beneficial owner may wish for the custodial entity to take with respect to the beneficial owner’s Hospira Notes. Accordingly, such beneficial owners are urged to contact any custodial entities through which such Hospira Notes are held as soon as possible in order to learn of the applicable deadlines of such entities.

Neither Pfizer or the exchange agent is under any obligation to notify any tendering holder of Pfizer’s acceptance of tendered Hospira Notes prior to the expiration of the exchange offers.

2. Delivery of Pfizer Notes. Pfizer Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holder’s custodian. Accordingly, the appropriate DTC participant name and number (along with any other required account information) to permit such delivery must be provided in the table entitled “Description of the Hospira Notes Tendered and in Respect of Which Consents are Delivered.” Failure to do so will render a tender of Hospira Notes defective and Pfizer will have the right, which it may waive, to reject such tender. Holders who anticipate tendering by a method other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the facility to hold securities through DTC) to arrange for receipt of any Pfizer Notes delivered pursuant to the exchange offers and to obtain the information necessary to complete the table.

3. Amount of Tenders.-Tender of Hospira Notes (and corresponding consents thereto) will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Holders who tender less than all of their Hospira Notes must continue to hold Hospira Notes in the minimum authorized denomination of $2,000 principal amount.

4. Signatures on Letter of Transmittal, Instruments of Transfer, Guarantee of Signatures. For purposes of this Letter of Transmittal, the term “registered holder” means an owner of record as well as any DTC participant that has Hospira Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Guarantor”). Signatures on this Letter of Transmittal need not be guaranteed if:

An eligible institution is one of the following firms or other entities identified in Rule 17Ad–15 under the Securities Exchange Act of 1934, as amended (as the terms are defined in such Rule):

If the Hospira Notes are registered in the name of a person other than the signer of this Letter of Transmittal or if Hospira Notes not accepted for exchange are to be returned to a person other than the registered holder, then the signatures on this Letter of Transmittal accompanying the tendered Hospira Notes must be guaranteed by a Medallion Signature Guarantor as described above.

If any of the Hospira Notes tendered are held by two or more registered holders, all of the registered holders must sign this Letter of Transmittal.

If a number of Hospira Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of such Hospira Notes.

If this Letter of Transmittal is signed by the registered holder or holders of the Hospira Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security listing as the owner of the Hospira Notes) listed and tendered hereby, no endorsements of the tendered Hospira Notes or separate written instruments of transfer or exchange are required. In any other case, if tendering Hospira Notes, the registered holder (or acting holder) must either validly endorse the Hospira Notes or transmit validly completed bond powers with this Letter of Transmittal (in either case executed exactly as the name(s) of the registered holder(s) appear(s) on the Hospira Notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of Hospira Notes, exactly as the name of such participant appears on such security position listing), with the signature on the Hospira Notes or bond power guaranteed by a Medallion Signature Guarantor (except where the Hospira Notes are tendered for the account of an eligible institution).

If Hospira Notes are to be tendered by any person other than the person in whose name the Hospira Notes are registered, the Hospira Notes must be endorsed or accompanied by an appropriate written instrument(s) of transfer executed exactly as the name(s) of the holder(s) appear on the Hospira Notes, with the signature(s) on the Hospira Notes or instrument(s) of transfer guaranteed by a Medallion Signature Guarantor, and this Letter of

Transmittal must be executed and delivered either by the holder(s), or by the tendering person pursuant to a valid proxy signed by the holder(s), which signature must, in either case, be guaranteed by a Medallion Signature Guarantor.

Pfizer will not accept any alternative, conditional or contingent tenders. By executing this Letter of Transmittal (or a facsimile thereof) or directing DTC to transmit an agent’s message, you waive any right to receive any notice of the acceptance of your Hospira Notes for exchange.

If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys–in–fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Pfizer, evidence satisfactory to Pfizer of their authority so to act must be submitted with this Letter of Transmittal.

Beneficial owners whose tendered Hospira Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such beneficial owners desire to tender such Hospira Notes.

5. Special Payment Instructions. If cash consideration for the Hospira Notes tendered hereby is to be credited to a DTC account other than as indicated in the table entitled “Description of the Hospira Notes Tendered and in Respect of Which Consents are Delivered,” the signer of this Letter of Transmittal should complete the “Special Payment Instructions” box on this Letter of Transmittal. All Hospira Notes tendered by book-entry transfer and not accepted for exchange will otherwise be returned by crediting the account at DTC designated above for which Hospira Notes were delivered.

6. Transfer Taxes. Pfizer will pay all transfer taxes, if any, applicable to the transfer and sale of Hospira Notes to Pfizer in the exchange offers. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder.

If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Hospira Notes tendered by such holder.

7. U.S. Federal Backup Withholding and Withholding Tax, Tax Identification Number. Under current U.S. federal income tax law, the exchange agent (as payer) may be required under the backup withholding rules to withhold a portion of any payments made to certain holders of Hospira Notes (or other payees) pursuant to the exchange offers and consent solicitations. To avoid such backup withholding, each tendering holder of Hospira Notes must timely provide the exchange agent with such holder’s correct taxpayer identification number (“TIN”) on Internal Revenue Service (“IRS”) Form W-9 (available from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS website at http://www.irs.gov), or otherwise establish a basis for exemption from backup withholding (currently imposed at a rate of 28%). If a holder is an individual who is a U.S. citizen or resident, the TIN is generally his or her social security number. If the exchange agent is not provided with the correct TIN, a penalty may be imposed by the IRS and/or payments made with respect to Hospira Notes exchanged pursuant to the exchange offers and consent solicitations may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements, if done willfully, may also result in the imposition of criminal fines and penalties. See IRS Form W-9 for additional information. Certain holders (including, among others, generally all corporations and certain foreign persons) are exempt from these backup withholding requirements. Exempt holders (other than foreign holders) should furnish their TIN, provide the applicable codes in the box labeled “Exemptions,” and sign, date and send the IRS Form W-9 to the exchange agent. Foreign holders, including entities, may qualify as exempt recipients by submitting to the exchange agent a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form), signed under penalties of perjury, attesting to that holder’s foreign status. The applicable IRS Form W-8 can be obtained from the IRS or from the exchange agent.

If backup withholding applies, the exchange agent is required to withhold on any payments made to the tendering holders (or other payees). Backup withholding is not an additional tax. A holder subject to the backup withholding rules will be allowed a credit of the amount withheld against such holder’s U.S. federal income tax liability, and, if backup withholding results in an overpayment of tax, such holder may be entitled to a refund, provided the requisite information is correctly furnished to the IRS in a timely manner.

Each of Pfizer and Hospira reserves the right in its sole discretion to take all necessary or appropriate measures to comply with its respective obligations regarding backup withholding.

8. Validity of Tenders. All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Hospira Notes will be determined by Pfizer in its sole discretion, which determination will be final and binding. Pfizer reserves the absolute right to reject any and all tenders of Hospira Notes not in proper form or any Hospira Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. Pfizer also reserves the absolute right to waive any defect or irregularity in tenders of Hospira Notes, whether or not similar defects or irregularities are waived in the case of other tendered securities. The interpretation of the terms and conditions of the exchange offers and consent solicitations (including this Letter of Transmittal and the instructions hereto) by Pfizer shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Hospira Notes must be cured within such time as Pfizer shall determine. None of Pfizer, Hospira, the exchange agent and information agent, the dealer managers or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of Hospira Notes, nor shall any of them incur any liability for failure to give such notification.

Tenders of Hospira Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Hospira Notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the expiration date of the applicable exchange offer or the withdrawal or termination of such exchange offer.

9. Waiver of Conditions. Pfizer reserves the absolute right to amend or waive any of the conditions to the exchange offers and consent solicitations, except the condition that the registration statement relating to the Pfizer Notes has been declared effective by the SEC. The proposed amendments may become effective with respect to any series of Hospira Notes for which the Requisite Consents are received and the Requisite Consent Condition has been waived, if necessary.

10. Withdrawal. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption “The Exchange Offers and Consent Solicitations—Procedures for Consenting and Tendering—Withdrawal of Tenders and Revocation of Corresponding Consents.”

11. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the information agent at the address and telephone number indicated herein.

The Exchange Agent for the exchange offers and the consent solicitations is:

Any questions or requests for assistance may be directed to the Dealer Managers at the addresses and telephone numbers set forth below. Requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Information Agent. Beneficial owners may also contact their custodian for assistance concerning the exchange offers and the consent solicitations.

The Information Agent for the exchange offers and the consent solicitations is:

The Dealer Managers for the exchange offers and the consent solicitations are:


CUSIP No.	Series of Notes Issued by Hospira to be Exchanged	Aggregate Principal Amount	Series of Notes to be Issued by Pfizer
441060AJ9	6.05% Notes due March 30, 2017	$550,000,000	6.05% Notes due March 30, 2017

441060AM2	5.20% Notes due August 12, 2020	$350,000,000	5.20% Notes due August 12, 2020

441060AN0	5.80% Notes due August 12, 2023	$350,000,000	5.80% Notes due August 12, 2023

441060AL4	5.60% Notes due September 15, 2040	$500,000,000	5.60% Notes due September 15, 2040


Name(s) and Address(es) of Registered Holder(s) or Name of DTC Participant and Participant’s DTC Account Number in which Notes are Held (Please fill in, if blank)	Series/CUSIP No.*	Certificate Numbers **	Aggregate Principal Amount Represented ***	Principal Amount Tendered And As To Which Consents Are Delivered****

This ‘S-4’ Filing	Date	Other Filings

	8/12/23
	8/12/20
	3/30/17
	10/1/15
Filed on:	9/3/15	8-K
		List all Filings

Pfizer Inc – ‘S-4’ on 9/3/15 – EX-99.1

On: Thursday, 9/3/15, at 5:09pm ET · Accession #: 1193125-15-311971 · File #: 333-206758

Previous ‘S-4’: ‘S-4/A’ on 6/10/09 · Next & Latest: ‘S-4/A’ on 9/16/15 · 2 References:

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

EX-99.1 — Miscellaneous Exhibit

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Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing


Name of Tendering Institution:


Account Number: