Pfizer Australia Pty Ltd - variation - s.87B undertaking

On 17 June 2015, the ACCC decided to accept an undertaking (the Zoetis undertaking) from Zoetis Inc., Zoetis Australia Pty Ltd, and Zoetis Australia Research & Manufacturing Pty Ltd and consented to a variation (the Pfizer variation) to the undertaking given by Pfizer Inc. and Pfizer Australia Pty Ltd and accepted by the ACCC on 30 September 2009 (the Pfizer undertaking).

The Pfizer undertaking was accepted by the ACCC in order to resolve competition concerns that would otherwise have resulted from Pfizer Inc.’s acquisition of Wyeth Corp in 2009. It provided for Pfizer to divest part of Wyeth’s animal health business in Australia.

During 2012, Pfizer Inc. undertook a global corporate restructure, where it demerged its global animal health business into a separate company, Zoetis Inc. The global corporate restructure was effective from 28 January 2013. As a result of the demerger, Pfizer no longer had control over key assets it needed to fulfil its undertaking obligations and Zoetis was not directly bound by the Pfizer undertaking as it was not a related entity.

The purpose of the Zoetis undertaking is for Zoetis to assume all obligations in the Pfizer undertaking except for those obligations that have been fulfilled at the date of the Zoetis undertaking. In addition, the Zoetis undertaking reduces the audit frequency from 3 monthly to 6 monthly reports.

The purpose of the Pfizer variation is to recognise Pfizer’s continuing obligations following the transfer of principal obligations of Pfizer under the Pfizer undertaking to Zoetis as reflected in the Zoetis undertaking. The Pfizer variation also confirms that Pfizer will do everything within its power to ensure Zoetis has the assets, knowledge, information and resources it requires to discharge its obligations under the Zoetis undertaking.