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FORM 8-K
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Zoetis Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35797
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46-0696167
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(State or other jurisdiction
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(Commission File
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(I.R.S. Employer
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of incorporation)
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Number)
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Identification No.)
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100 Campus Drive, Florham Park, NJ
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07932
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(Address of principal executive offices)
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(Zip Code)
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(973) 822-7000
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former Name or Former Address, if changed since last report)
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(d)
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Exhibit:
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99.1
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Letter Agreement, dated as of February 3, 2015, by and among the Company and Pershing Square Capital Management, L.P. and certain affiliates thereof and Sachem Head Capital Management LP and certain affiliates thereof.
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ZOETIS INC.
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By:
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/s/ Heidi C. Chen
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Name:
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Heidi C. Chen
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Title:
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Executive Vice President,
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General Counsel and Corporate Secretary
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Exhibit
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Number
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Description
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99.1
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Letter Agreement, dated as of February 3, 2015, by and among the Company and Pershing Square Capital Management, L.P. and certain affiliates thereof and Sachem Head Capital Management LP and certain affiliates thereof.
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1.
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Board and Other Matters
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(a)
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As of the date of this Letter Agreement, the Board of Directors has taken the following actions:
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(i)
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The Board of Directors has duly adopted a resolution, effective as of the date hereof, to increase the size of the Board of Directors from nine Directors to ten Directors.
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(ii)
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The Board of Directors has duly appointed William Doyle as a Director with a term expiring, subject to Section 1(h) below, at the 2016 Annual Meeting to fill the newly-created directorship.
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(iii)
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The Board of Directors has duly appointed William Doyle to serve as a member of the Corporate Governance Committee of the Board of Directors and William Doyle will continue to serve as a member of that committee during his term (or any new term pursuant to Section 1(i) below) so long as he meets the applicable NYSE independence requirements for service on such board committee.
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(b)
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The Company and Pershing Square agree that the Corporate Governance Committee of the Board of Directors will jointly conduct with Pershing Square a search process to identify as promptly as reasonably practicable an additional director mutually agreeable to the Company and Pershing Square who shall be independent of both the Company and Pershing Square (the “
Additional Independent Director
”) to join the Board of Directors. When such person is identified and agrees to serve, the Board of Directors will promptly increase the size of the Board of Directors to create an additional vacancy and appoint such Additional Independent Director to serve as a Director and as a member of the Compensation Committee of the Board of Directors. The Company will also include such Additional Independent Director on the slate of nominees recommended by the Board of
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(c)
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At all times prior to the earlier of the end of the Standstill Period and William Doyle ceasing to be a member of the Board, the size of the Board of Directors will be not more than twelve Directors.
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(d)
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The Board of Directors will not utilize committees of the Board of Directors for the purpose of discriminating against the Additional Independent Director or William Doyle in order to limit their participation in substantive deliberations of the Board of Directors, except that the Board of Directors may utilize committees in order to limit the participation of any Director to the extent a majority of the independent Directors (for this purpose not counting the Director who may have a material conflict of interest in the numerator or denominator) reasonably determine in good faith (based on advice from outside counsel) that doing so is advisable due to a material conflict of interest.
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(e)
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If William Doyle ceases to be a member of the Board of Directors before his term (or any new term pursuant to Section 1(i) below) has expired due to his death or incapacity or as a result of his being asked by Pershing Square to resign from the Board of Directors on account of William Doyle ceasing to be employed or otherwise engaged by the Pershing Square Group (but in no event, for clarification, following any of the events specified in Section 1(h) below), the Pershing Square Group will be entitled to designate another individual who (i) is reasonably acceptable to the Corporate Governance Committee of the Board of Directors, (ii) has no disqualifying attributes relating to his or her reputation, integrity and competence, (iii) meets all director independence and other standards of the New York Stock Exchange, the Exchange Act, and the SEC to serve as a Director of the Company and (iv) signs and delivers to the Company the same irrevocable resignation letter described in Section 1(h) below (with the only changes being the substitution of the name of the Director, any address and the date of the delivery of the letter), in which case the Board of Directors will appoint such individual as a Director (and as a member of the Corporate Governance Committee of the Board of Directors) to serve for the term of the replaced Director; provided that, for the purpose of clause (i) above and without in any way limiting clause (i) above, unless William Doyle has died or became incapacitated, a candidate shall not be deemed reasonably acceptable unless he or she has significant operating experience by managing a significant operating unit of, or being employed as a CEO or near CEO-level (including COO and CFO) executive with, a large, successful and global public company or the Corporate Governance Committee of the Board of Directors otherwise finds him or her acceptable in its discretion.
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(f)
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If the Additional Independent Director ceases to be a member of the Board of Directors before his term (as may be extended pursuant to Section 1(b) above) has expired, the Corporate Governance Committee of the Board of Directors and Pershing Square will jointly conduct a search process to identify as promptly as reasonably practicable a replacement who is mutually agreeable to the Company and Pershing Square and who meets the standard described in Section 1(b) above, and promptly after identification, the Board of Directors will appoint such individual to serve as a Director (and as a member of the Compensation Committee of the Board of Directors) for the term of the replaced Director. If a Director is replaced as contemplated by the preceding sentence or Section 1(e) above, all references to that Director (including references by name to William Doyle
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(g)
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The policies and procedures applicable to other Directors will be applicable to the Additional Independent Director and William Doyle as well.
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(h)
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Concurrently with the execution of this Letter Agreement, William Doyle has signed and delivered to the Company a letter (in the form attached hereto as Exhibit A) irrevocably resigning as a Director, with such resignation effective as of the day any of the following first occurs: (i) the Pershing Square Group’s “net long” position in shares of Common Stock is reduced to less than 20,911,573 (adjusted in an appropriate manner for stock splits, stock dividends and similar events); or (ii) a court of competent jurisdiction makes a determination on the merits that the Pershing Square Group or William Doyle has materially breached this Letter Agreement or the Confidentiality Agreement. If, following the resignation of William Doyle as a result of a court determination as provided in clause (h)(ii) above, such decision is reversed or vacated on appeal due to a finding on the merits that the Pershing Square Group and William Doyle did not breach this Letter Agreement or the Confidentiality Agreement, then the Board of Directors shall promptly (and, in any event, within two business days) re-instate William Doyle as a Director to the same term as William Doyle was subject to immediately prior to such resignation and as a member of the Corporate Governance Committee of the Board of Directors; provided that if such decision is thereafter reversed on a further appeal, then William Doyle shall resign as a Director. A “net long” position shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act
mutatis mutandis
, provided that “net long position” shall not include any shares as to which such person does not have the right to vote or direct the vote and shall be appropriately reduced to the extent such person has entered into a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares.
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(i)
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At any time prior to the last day of the original Standstill Period, Pershing Square may deliver an irrevocable written notice to the Company electing to have the Relevant Annual Meeting (used in measuring the Standstill Period) be the 2017 Annual Meeting rather than the 2016 Annual Meeting. If the Company receives such notice from Pershing Square, upon his resignation as a Director with a term expiring at the 2016 Annual Meeting, the Board of Directors will appoint William Doyle as a Director with a term expiring at the 2017 Annual Meeting and as a member of the Corporate Governance Committee of the Board of Directors.
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(j)
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If the Company commences a claim in a court of competent jurisdiction alleging that the Pershing Square Group or William Doyle materially breached this Letter Agreement or the Confidentiality Agreement (a “
Claim
”) (the period from the commencement of such Claim until determination by such court on the merits of such Claim, the “
Interim Period
”), notwithstanding any provision herein to the contrary (including Section 1(d) above), the Company and/or the Board of Directors shall be permitted, following a good faith determination of the Board of Directors (after taking into account the advice of outside counsel) to such effect, to treat William Doyle in a good faith manner different than otherwise contemplated herein (including by limiting his deliberations with the rest of the Board of Directors, restricting the flow of information to William Doyle, through formation of committees or otherwise, and/or restricting the flow of information learned by William Doyle in his capacity as Director to the Pershing Square Group) or to take any other good faith actions that the Board of Directors deems appropriate in the circumstances;
provided, however
, that (i) the Company shall have provided five business
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2.
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Certain Pershing Square Group Actions
. During the Standstill Period, at any meeting of the stockholders of the Company (or in connection with any action by written consent) in which (or through which) action will be taken with respect to the election or removal of directors, the Pershing Square Group will cause the shares of Common Stock over which they have the right to vote or direct the voting to be present for quorum purposes and voted (or consent to be given (if applicable)) (i) in favor of all nominees for Director recommended by the Board of Directors, (ii) against any nominees for Director not recommended by the Board of Directors, and (iii) against any proposals to remove any Director. In addition, during the Standstill Period, the Pershing Square Group will not, and will cause William A. Ackman, its and his controlled Affiliates and its and their respective directors, officers and employees not to, and will direct its consultants, agents, representatives, attorneys and advisors (to the extent directly or indirectly acting on its behalf) not to, directly or indirectly, in any manner:
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(a)
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purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Common Stock such that, giving effect to such purchase or acquisition, such person’s individual or collective Beneficial Ownership would exceed 12.5% of the outstanding Common Stock;
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(b)
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solicit proxies in any proxy solicitation (or consents or other authority if applicable) of stockholders of the Company (including any solicitation asking stockholders to withhold votes on a matter or vote on a matter) other than consistent with the Board of Directors’ recommendation, or conduct any other type of referendum (binding or non-binding) of stockholders of the Company other than at the Board of Directors’ direction, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies, consents or other authority or any such referendum other than at the Board of Directors’ direction, or encourage, assist, advise or influence any other person or assist any third party in so encouraging, assisting, advising or influencing any person with respect to the giving or withholding of any proxy, consent or other authority in any such solicitation of proxies, consents or other authority or any such referendum other than consistent with the Board of Directors’ recommendation in connection with such matter, or publicly disclose how it intends to vote or act on any such matter;
provided, however
, that Pershing Square may publicly disclose how it intends to vote in any such proxy solicitation or referendum if and to the extent required by applicable subpoena, legal process, other legal requirement or the rules of any securities exchange to which it is subject (except for such requirement that arises as a result of the actions of the Pershing Square Group otherwise in violation of this Section 2);
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(c)
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make any proposal (binding or not binding) not supported by the Board of Directors at any Company stockholder meeting, including any such proposal to elect or remove Directors;
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(d)
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institute any litigation against the Company, its Directors or its officers, make any “books and records” demands against the Company or make application or demand to a court or other person for an inspection, investigation or examination of the Company or its subsidiaries or Affiliates (whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise) other than (in the case of non-“books and records” litigation) as may be necessary to enforce the terms of this Letter Agreement;
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(e)
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(i) enter into or maintain any economic, compensatory, pecuniary or other arrangements with William Doyle that depend, directly or indirectly, on the performance of the Company or its stock price;
provided, however,
that compensation arrangements based on the overall value of the funds the Pershing Square Group manages will not be considered to be arrangements covered by this Section 2(e) unless the value of such funds depends primarily on the performance of the Company or its stock price, or (ii) enter into or maintain any economic, compensatory, pecuniary or other arrangements with any Directors (other than William Doyle) or any nominees for Directors;
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(f)
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make, encourage, facilitate or disclose support of (except, solely with respect to disclosure, to the extent required by applicable subpoena, legal process, other legal requirement or the rules of any securities exchange to which it is subject, unless such requirement arises as a result of the actions of the Pershing Square Group otherwise in violation of this Section 2), effect or seek to effect, assist or participate in any takeover proposal for the Company or its subsidiaries or other extraordinary transaction involving the Company or its subsidiaries (including a tender offer, merger, acquisition, sale or purchase of assets or securities, reorganization, restructuring, recapitalization or other similar transaction) (it being understood for avoidance of doubt that William Doyle may privately participate as a Director in discussions of the Board of Directors regarding such matters); enter into any arrangements or understandings with any potential or actual bidder (or financing source thereof) for the Company or its subsidiaries; make any public proposals for changes in the Company’s strategies, extraordinary or other transactions (including the ones listed above), Board of Directors or management items, or other matters relating to the Company’s business; or act, alone or with others, to seek to control the management, Board of Directors, policies or strategies of the Company (other than through William Doyle’s private participation as a Director);
provided, however,
neither this Section 2(f) nor Section 2(i) below will prevent the Pershing Square Group from participating as a bidder or financing source in a sale process being conducted by the Board of Directors or, at the specific written request of the Board of Directors, to encourage others to participate in such process (in each case, without disclosing any information regarding such process or its participation in such process, except as approved in advance by the Board of Directors);
provided
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further
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however
, that to the extent the Pershing Square Group participates or, if allowed, encourages others to participate in such sale process, notwithstanding any other provision herein to the contrary (including Section 1(d) above), the Board of Directors shall be permitted to create appropriate conflict-related barriers for William Doyle’s participation in deliberations and approval of the Board of Directors or any committee thereof with respect to such process and William Doyle shall, where appropriate, recuse himself from such deliberations and approvals;
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(g)
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seek or request an amendment, waiver or release of any of the provisions of this Section 2 (including this Section 2(g));
provided
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however
, Pershing Square may make a private and confidential request (that is not by itself (or together with any other actions by the Pershing Square Group or William Doyle) reasonably expected to become public or require public disclosure) to the Board of Directors for the Company to waive any restrictions contained in this Section 2;
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(h)
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grant any proxy, consent or other authority to vote any shares of Common Stock with respect to any matters (other than to the Company’s named proxies using the Company’s proxy card), deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to a voting agreement or other arrangement of similar effect (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like);
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(i)
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form any “groups” with respect to the Company or any subsidiaries or Affiliates thereof, including with respect to any of the foregoing, or work with or encourage any third parties to do any of the foregoing; or
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(j)
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other than in sale transactions on the NYSE or through a broker or dealer where the identity of the purchaser is not known, sell or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, Common Stock or any derivatives relating to Common Stock to any third party that either (i) has filed a Schedule 13D with respect to the Company or (ii) has run (or publicly announced an intention to run) a proxy contest with respect to another company in the past three years (but, in the case of this clause (ii), only if the Pershing Square Group knows, after reasonable inquiry, that the third party has, or will as a result of the transaction have, Beneficial Ownership of more than 5% of the Common Stock).
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3.
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Confidentiality and Blackout Periods
. The Company acknowledges and agrees that William Doyle is permitted to and may provide confidential information (other than information whose provision would reasonably be expected to pose a material conflict of interest) he learns in his capacity as a Director to Specified Pershing Square Personnel (as defined in the Confidentiality Agreement) subject to and solely in accordance with the terms of the Confidentiality Agreement. Nothing in this Agreement shall modify, expand or limit the obligations of the Parties under the Confidentiality Agreement;
provided, however,
the Parties acknowledge and agree that during any Interim Period, William Doyle shall be prohibited from sharing any confidential information he learns in his capacity as a Director with the Pershing Square Group or William A. Ackman or its or his controlled Affiliates or its or their respective directors, officers and employees. Except as the Parties may otherwise agree, for so long as William Doyle remains a Director, the Pershing Square Group will not trade in Company securities (including Common Stock) during trading blackout periods generally applicable to Directors under the blackout calendar as currently in effect (as it may reasonably be modified from time to time on a good faith basis).
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4.
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Non-Disparagement
. During the Standstill Period, each Party agrees that it will not, and will cause its controlled Affiliates, Affiliates under common control, directors, officers and employees not to, and will direct its consultants, agents, representatives, attorneys and advisors (to the extent directly or indirectly acting on its behalf) not to, directly or indirectly, in any manner, alone or in concert with others, make, or cause to be made, any statement, filing or announcement that relates to and constitutes an
ad hominem
attack on, or disparages, (i) the Company, its officers, directors or employees or any person who has served as an officer, director or employee of the Company or
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5.
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Press Release and Public Communications
. The Company will issue a press release in the form attached to this Letter Agreement as
Exhibit B
promptly following the execution and delivery of this Letter Agreement. Neither Party will make any public statements inconsistent with that press release, except as required by law or the rules of any stock exchange or with the prior written consent of the other Party. The Company acknowledges that the Pershing Square Group intends to file this Letter Agreement as an exhibit to its Schedule 13D pursuant to an amendment that the Company shall have the opportunity to review in advance. The Pershing Square Group will consider in good faith any changes requested by the Company to the foregoing filing.
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6.
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Counterparts
. This Letter Agreement may be executed in two or more counterparts, each of which will be considered to be an original but all of which will be considered to be the same agreement.
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7.
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Specific Performance
. Each Party acknowledges and agrees that irreparable injury to the other Party would occur in the event that any of the provisions of this Letter Agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages are not an adequate remedy for such a breach. It is accordingly agreed that each Party will be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof. In the event that any action shall be brought in equity to enforce the provisions of this Letter Agreement, neither Party shall allege, and each Party hereby waives the defense, that there is an adequate remedy at law. The Parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that neither Party will oppose any motion for any expedited discovery or expedited hearing in connection with any alleged breach of this Letter Agreement. This Section is not the exclusive remedy for any violation of this Letter Agreement.
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8.
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Applicable Law; Jurisdiction
. Each of the parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of the Court of Chancery (or, if such court declines to accept jurisdiction, any other federal or state courts of the State of Delaware) in the event any dispute arises out of this Letter Agreement or the transactions contemplated by this Letter Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Letter Agreement or the transactions contemplated by this Letter Agreement in any court other than the Court of Chancery (or, if such court declines to accept jurisdiction, any other federal or state courts of the State of Delaware), waives any argument that such courts are an inconvenient or improper forum and waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (e) consents to service of process by a reputable overnight delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law. THIS LETTER AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE
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9.
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Certain Definitions
. For purposes of this Letter Agreement:
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(a)
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“
2015 Annual Meeting
” means the Company’s annual meeting of stockholders in 2015 (including any adjournments or postponements thereof).
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(b)
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“
2016 Annual Meeting
” means the Company’s annual meeting of stockholders in 2016 (including any adjournments or postponements thereof).
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(c)
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“
2017 Annual Meeting
” means the Company’s annual meeting of stockholders in 2017 (including any adjournments or postponements thereof).
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(d)
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“
Affiliate
” means, with respect to any person, any other person that, directly or indirectly, controls, or is controlled by, or is under common control with, such person; provided, however, a person shall only be deemed to have control if that person actually exercises such control with respect to the relevant action or omission.
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(e)
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“
Beneficial Ownership
” by a person means ownership by such person of: (i) Common Stock, (ii) rights or options to own or acquire any Common Stock, whether such right or option is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such person), compliance with regulatory requirements or otherwise and (iii) any other economic exposure to Common Stock, including through any derivative transaction that gives such person or any of such person’s controlled Affiliates the economic equivalent of ownership of an amount of Common Stock due to the fact that the value of the derivative is explicitly determined by reference to the price or value of Common Stock, or which provides such person or any of such person’s controlled Affiliates an opportunity, directly or indirectly, to profit, or to share in any profit, derived from any increase in the value of Common Stock, in any case without regard to whether (x) such derivative conveys any voting rights in Common Stock to such person or any of such person’s affiliates, (y) the derivative is required to be, or capable of being, settled through delivery of Common Stock, or (z) such person or any of such person’s Affiliates may have entered into other transactions that hedge the economic effect of such Beneficial Ownership of Common Stock. For purposes of this definition, no person shall have, or be deemed to have, “Beneficial Ownership” of any securities beneficially owned by any Director to the extent such securities were acquired directly from the Company by such director as or pursuant to director compensation for serving as a director of the Company.
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(f)
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“
Board of Directors
” means the Board of Directors of the Company.
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(g)
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“
Common Stock
” means Common Stock, par value $0.01 per share, of the Company, and shall be deemed to include any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for Common Stock or such other securities, whether or not subject to the passage of time or other contingencies.
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(h)
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“
Confidentiality Agreement
” means the confidentiality agreement, dated the date hereof, between the Company and the Pershing Square Group, the form of which is attached as Exhibit C hereto.
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(i)
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“
Director
” means a director of the Board of Directors.
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(j)
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“
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
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(k)
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“
Letter Agreement
” means this letter agreement.
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(l)
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“
Party
” means the Company, the Pershing Square Group or, if applicable, Sachem Head Group, and “
Parties
” mean the Company, the Pershing Square Group and, if applicable, Sachem Head Group, collectively.
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(m)
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“
Pershing Square
” means Pershing Square Capital Management, L.P.
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(n)
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“
Pershing Square Group
” means Pershing Square, PS Management GP, LLC and the entities listed following the signature of PS Management GP, LLC on the signature pages hereof, collectively and individually.
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(o)
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“
Relevant Annual Meeting
” means the 2016 Annual Meeting or, if Pershing Square so elects pursuant to Section 1(i) above, the 2017 Annual Meeting.
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(p)
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“
Sachem Head Group
” means SHCM and the entities listed following the signature of SHCM on the signature pages hereof, collectively and individually.
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(q)
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“
SEC
” means the Securities and Exchange Commission.
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(r)
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“
SHCM
” means Sachem Head Capital Management LP.
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(s)
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“
Standstill Period
” means the period from the date of this Letter Agreement until the later of (i) 45 days before the deadline under the Bylaws for submission of stockholder notices of director nominations or non-Rule 14a-8 proposals (whichever is earlier, if different) for the Relevant Annual Meeting or, if earlier, March 15th in the year of the Relevant Annual Meeting and (ii) the fifteenth day following the day that William Doyle is no longer a Director or, if earlier, one day after the 2017 Annual Meeting.
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10.
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Entire Agreement; Successors and Assigns; No Third Party Beneficiaries
. This Letter Agreement, together with the Exhibits attached to this Letter Agreement and the Confidentiality Agreement, contain the entire understanding of the Parties with respect to the subject matter hereof. This Letter Agreement shall not be assignable by any of the Parties. This Letter Agreement, however, shall be binding on successors of the Parties. This Letter Agreement is solely for the benefit of the Parties and is not enforceable by any other persons. The agreements of the Pershing Square Group and of Sachem Head Group are each solely for the benefit of and enforceable by the Company.
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11.
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Sachem Head Obligations
. Sachem Head Group and the Company hereby agree that the obligations of, restrictions on and rights of the Pershing Square Group contained in Sections 2(b) through and including 2(i) and Sections 4 through and including 10 shall apply
mutatis mutandis
to the Sachem Head Group, except that SHCM shall be permitted to (a) publicly disclose how it intends to vote in any proxy or consent solicitation or referendum referred to in Section 2(b), (b) publicly express its views on any takeover proposal or other transaction referred to in Section 2(f) and (c) grant proxies, consents or authorities of the sort referred to in Section 2(h), and those actions shall not be deemed to violate its obligations under this Section 11. In addition, the Pershing Square Group and Sachem Head Group have determined no longer to consult with each other with respect to their investments in the Company and accordingly, during the Standstill Period, the Pershing Square Group and William Doyle, on the one hand, and Sachem Head Group, on the other, agrees not to, and will cause William A. Ackman (in the case of the Pershing Square Group), Scott D. Ferguson (in the case of the Sachem Head Group), Affiliates controlled by either of the foregoing or a member of the Pershing Square Group or Sachem Head Group, as
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12.
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Additional Representation and Warranties
. The Pershing Square Group represents and warrants to the Company that (a) Pershing Square, as the authorized signatory of the entities on behalf of which it is signing on the signature pages hereof, has the power and authority to execute this Letter Agreement and thereby bind such entities, and (b) this Letter Agreement has been duly authorized, executed and delivered by the entities that comprise the Pershing Square Group, constitutes valid and binding obligations of such entities, and is enforceable against such entities in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.
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13.
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Notices
. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, (a) if given by telecopy and email, when such telecopy is transmitted to the telecopy number set forth below and sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:
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ZOETIS INC.
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By:
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/s/ Juan Ramón Alaix
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Name:
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Juan Ramón Alaix
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Title:
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Chief Executive Officer
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PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
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By:
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PS Management GP, LLC, its General Partner
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By:
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/s/ William A. Ackman
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Name: William A. Ackman
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Title: Managing Member
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PS MANAGEMENT GP, LLC
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By:
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/s/ William A. Ackman
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Name: William A. Ackman
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Title: Managing Member
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PERSHING SQUARE, L.P.
PERSHING SQUARE II, L.P.
PERSHING SQUARE INTERNATIONAL, LTD.
PERSHING SQUARE HOLDINGS, LTD.
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By: Pershing Square Capital Management, L.P. , their Investment Advisor
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By:
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PS Management GP, LLC, its General Partner
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By:
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/s/ William A. Ackman
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Name: William A. Ackman
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Title: Managing Member
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Media Contacts
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Investor Contacts
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Bill Price
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John O'Connor
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1-973-443-2742 (o)
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1-973-822-7088 (o)
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william.price@zoetis.com
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john.oconnor@zoetis.com
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Elinore White
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1-973-443-2835 (o)
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elinore.y.white@zoetis.com
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PS MANAGEMENT GP, LLC
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By:
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Name: William A. Ackman
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Title: Managing Member
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PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
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By:
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PS Management GP, LLC, its General Partner
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By:
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Name: William A. Ackman
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Title: Managing Member
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PERSHING SQUARE, L.P.
PERSHING SQUARE II, L.P.
PERSHING SQUARE INTERNATIONAL, LTD.
PERSHING SQUARE HOLDINGS, LTD.
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By: Pershing Square Capital Management, L.P.,
their Investment Advisor
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By:
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PS Management GP, LLC, its General Partner
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By:
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Name: William A. Ackman
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Title: Managing Member
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