Exchange Offer for 6.500 per cent. Notes due
2038
Pfizer Inc. (NYSE:PFE) (“Pfizer”) today announced that it has
commenced a private offer to exchange (the “Exchange Offer”) any
and all of its outstanding £1,500,000,000 6.500 per cent. Notes due
2038 (the “Old Notes”) in exchange for newly issued debt securities
of Pfizer (the “New Notes”), on the terms and subject to the
conditions set forth in the Offering Memorandum dated December 7,
2017 (the “Offering Memorandum” and, together with the accompanying
exchange offer notice of guaranteed delivery, the “Exchange Offer
Documents”). All holders who certify that they are either (1)
“qualified institutional buyers” (“QIBs”) as defined in Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”)
or (2) non-“U.S. persons” (as defined in Rule 902 under the
Securities Act) located outside of the United States who are
non-U.S. qualified offerees (as defined in the Offering Memorandum)
are authorized to receive the Offering Memorandum and to
participate in the Exchange Offer (each an “Exchange Offer Eligible
Holder”).
The Exchange Offer will expire at 5:00 p.m. (New York time) on
December 14, 2017 (such date and time, as the same may be extended,
the “Exchange Offer Expiration Date”). Old Notes tendered for
exchange pursuant to the Exchange Offer may be withdrawn prior to
the earlier of (i) the Exchange Offer Expiration Date, and (ii) if
the Exchange Offer is extended, the 10th business day after
commencement of the Exchange Offer. Old Notes may also be validly
withdrawn at any time after the 60th business day after
commencement of the Exchange Offer if for any reason the Exchange
Offer has not been consummated within 60 business days after
commencement of the Exchange Offer. Subject to the satisfaction or
waiver of the conditions to the Exchange Offer, the “Settlement
Date” with respect to the Exchange Offer will be promptly following
the Exchange Offer Expiration Date and is expected to be December
19, 2017, which is the third business day after the Exchange Offer
Expiration Date.
On the terms and subject to the conditions set forth in the
Offering Memorandum, Pfizer is offering to any and all Exchange
Offer Eligible Holders of its outstanding Old Notes listed below to
exchange the Old Notes for New Notes:
Old Notes
Principal Reference ISIN Number Amount
Benchmark Bloomberg Fixed Spread
Hypothetical Hypothetical Common Code Title
of Security Outstanding (ISIN Number)
Reference Page (basis points)
Total Exchange Price(1)
New Notes Amount(2)
XS0432072022
043207202
6.500 per cent.Notes due 2038
£1,500,000,000 UKT 4.75% due7 December 2038(GB00B00NY175) PXUK +70
bps £1,641.32 £1,641.32
(1) The hypothetical Total Exchange Price (as defined below) is
based on the fixed spread for the Old Notes plus the yield of the
Old Notes Reference Benchmark as of 10:00 a.m. (London time) on
December 6, 2017. The information provided in the above table is
for illustrative purposes only. Pfizer makes no representation with
respect to the actual consideration that may be paid, and such
amounts may be greater or less than those shown in the above table
depending on the yield of the Old Notes Reference Benchmark as of
the Exchange Offer Price Determination Date (as defined below). The
actual Total Exchange Price will be based on the fixed spread plus
the yield of the Old Notes Reference Benchmark as of 1:00 p.m.
(London time) on the Exchange Offer Price Determination Date.
(2) Payable in principal amount of the New Notes per each £1,000
principal amount of the Old Notes validly tendered and not validly
withdrawn at or prior to the Exchange Offer Expiration Date or
Exchange Offer Guaranteed Delivery Date (as such terms are defined
below) and accepted for exchange.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Exchange Offer Eligible Holders who (i)
validly tender and who do not validly withdraw Old Notes at or
prior to the Exchange Offer Expiration Date or (ii) deliver a
properly completed and duly executed notice of guaranteed delivery
and all other required documents at or prior to the Exchange Offer
Expiration Date and tender their Old Notes pursuant to the Exchange
Offer at or prior to 5:00 p.m. (New York time) on the second
business day after the Exchange Offer Expiration Date (the
“Exchange Offer Guaranteed Delivery Date”), and whose Old Notes are
accepted for exchange by Pfizer, will receive the Total Exchange
Price for each £1,000 principal amount of Old Notes, which will be
payable in the form of the consideration described below.
The price for each £1,000 principal amount of Old Notes validly
tendered at or prior to the Exchange Offer Expiration Date or the
Exchange Offer Guaranteed Delivery Date pursuant to the guaranteed
delivery procedures, and not validly withdrawn (the “Total Exchange
Price”), will be calculated at 1:00 p.m. (London time) on December
14, 2017 unless extended (such date and time, as it may be
extended, the “Exchange Offer Price Determination Date”). The Total
Exchange Price for the Old Notes will be determined in accordance
with standard market practice, as described in the Offering
Memorandum using the applicable yield to maturity, which will be
equal to the sum of the yield that equates to the mid-price of the
Old Notes Reference Benchmark in the table above specified on the
Exchange Offer Price Determination Date, plus the fixed spread
specified in the table above.
The Total Exchange Price payable by us for each £1,000 principal
amount of Old Notes, tendered for exchange, and accepted by us,
will consist of the principal amount of New Notes equal to the
Total Exchange Price.
Pfizer will announce the Total Exchange Price for the Old Notes
as soon as practicable after it is determined on the Exchange Offer
Price Determination Date.
In addition to the Total Exchange Price, Exchange Offer Eligible
Holders whose Old Notes are accepted for exchange will be paid in
cash accrued and unpaid interest on such Old Notes to, but
excluding, the Settlement Date. Interest will cease to accrue on
the Settlement Date for all Old Notes accepted, including those
tendered through the guaranteed delivery procedures.
The New Notes will mature on June 15, 2043 and will bear
interest at a rate per annum that will be equal to the sum of (a)
the yield of the U.K. Treasury 4.50% due 7 December 2042, as
calculated by the dealer manager in accordance with standard market
practice and as described in the Offering Memorandum, plus (b) 95
basis points, such sum rounded to the third decimal place when
expressed as a percentage.
Pfizer will not issue New Notes in the Exchange Offer if the
aggregate principal amount of New Notes to be issued in the
Exchange Offer would be less than £300 million (the “Minimum Issue
Requirement”), but instead will deliver cash to holders that elect
to receive cash in such circumstances (the “Cash Reversion
Option”). When submitting a tender of Old Notes, an Exchange Offer
Eligible Holder must elect, in the event the Minimum Issue
Requirement with respect to the New Notes is not satisfied (and the
Total Exchange Price is not payable to such Exchange Offer Eligible
Holder), to:
- receive the cash consideration equal to
the Total Consideration (as defined below) for the Cash Offer (as
defined below) with respect to such Old Notes pursuant to the Cash
Reversion Option described in the Offering Memorandum, or
- have its Old Notes returned.
Holders that do not make an election will be deemed to have
elected to receive cash in the event the Minimum Issue Requirement
is not met. Pfizer is not permitted to waive the Minimum Issue
Requirement.
Pfizer’s obligation to accept any Old Notes tendered in the
Exchange Offer is subject to the satisfaction of certain conditions
to the Exchange Offer as described in the Offering Memorandum,
including (x) the timely satisfaction or waiver of all of the
conditions to the Cash Offer (the “Cash Offer Condition”) and (y)
the determination that the exchange of the New Notes for the Old
Notes pursuant to the Exchange Offer will be treated as a
“significant modification” of the Old Notes within the meaning of
section 1.1001-3 of the U.S. Treasury Regulation (the “Tax
Condition”). Pfizer reserves the right, subject to applicable law,
to waive any and all conditions to the Exchange Offer, except for
the Cash Offer Condition.
Pfizer will terminate the Exchange Offer if it terminates the
Cash Offer. Pfizer may terminate the Cash Offer if it terminates
the Exchange Offer, but it may also elect to waive the condition to
the Cash Offer that the Exchange Offer be completed. If Pfizer does
waive the condition to the Cash Offer that the Exchange Offer be
completed and terminates the Exchange Offer without terminating the
Cash Offer, it will offer holders that tendered Old Notes into the
terminated Exchange Offer the opportunity to tender into the Cash
Offer instead, including by extending the Cash Offer if required by
law. If Pfizer extends the Cash Offer for any reason, it will
extend the Exchange Offer, unless the Exchange Offer has been
terminated in accordance with the preceding sentence.
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
Lucid Issuer Services Limited will act as the Information Agent
and the Exchange Agent for the Exchange Offer. Questions or
requests for assistance related to the Exchange Offer may be
directed to Lucid Issuer Services Limited at +44 207 704 0880 or
pfizer@lucid-is.com. Holders can access the Exchange Offer
Documents through the following link www.lucid-is.com/pfizer after
making the required certifications.
Cash Offer for 6.500 per cent. Notes due
2038
Pfizer also announced that it has commenced an offer to all
holders to purchase for cash (the “Cash Offer”) any and all Old
Notes, on the terms and subject to the conditions set forth in the
Offer to Purchase dated December 7, 2017 (the “Offer to Purchase”
and, together with the accompanying cash offer notice of guaranteed
delivery, the “Cash Offer Documents,” collectively with the
Exchange Offer Documents, the “Offer Documents”). Exchange Offer
Eligible Holders are permitted to participate in either the
Exchange Offer or the Cash Offer with respect to any particular Old
Note (subject to authorized denominations requirements ), provided
that any particular Old Note may be tendered either in the Exchange
Offer or the Cash Offer, but not both.
On the terms and subject to the conditions set forth in the
Offer to Purchase, Pfizer is offering to any and all holders of its
outstanding Old Notes listed below to purchase such Old Notes for
cash:
Old Notes
Principal Reference ISIN Number Amount
Benchmark Bloomberg Fixed Spread
Hypothetical Total Common Code Title of
Security Outstanding (ISIN Number) Reference
Page (basis points)
Consideration(1)(2)
XS0432072022
043207202
6.500 per cent.Notes due 2038 £1,500,000,000 UKT 4.75% due7
December 2038 (GB00B00NY175) PXUK +70 bps £1,641.32
(1) Payable in cash per each £1,000 principal amount of the Old
Notes validly tendered and not validly withdrawn at or prior to the
Cash Offer Expiration Date or the Guaranteed Delivery Date (as such
terms are defined below) pursuant to the guaranteed delivery
procedures and accepted for purchase.
(2) Hypothetical Total Consideration is based on the fixed
spread for the Old Notes plus the yield of the Old Notes Reference
Benchmark as of 10:00 a.m. (London time) on December 6, 2017. The
information provided in the above table is for illustrative
purposes only. Pfizer makes no representation with respect to the
actual consideration that may be paid, and such amounts may be
greater or less than those shown in the above table depending on
the yield of the Old Notes Reference Benchmark as of the Cash Offer
Price Determination Date (as defined below). The actual Total
Consideration will be based on the fixed spread for the Old Notes
to the yield of the Old Notes Reference Benchmark as of 1:00 p.m.
(London time) on the Cash Offer Price Determination Date. The
hypothetical Total Consideration excludes accrued and unpaid
interest on the Old Notes accepted for purchase.
The Cash Offer will expire at 5:00 p.m. (New York time) on
December 14, 2017 (such date and time, as the same may be extended,
the “Cash Offer Expiration Date”). Old Notes tendered may be
validly withdrawn at any time prior to the earlier of (i) the Cash
Offer Expiration Date, and (ii) if the Cash Offer is extended, the
10th business day after commencement of the Cash Offer. Old Notes
may also be validly withdrawn at any time after the 60th business
day after commencement of the Cash Offer if for any reason the Cash
Offer has not been consummated within 60 business days after
commencement of the Cash Offer. Subject to the satisfaction or
waiver of the conditions to the Cash Offer, the “Settlement Date”
with respect to the Cash Offer is expected to be the third business
day after the Cash Offer Expiration Date, which is expected to be
December 19, 2017, unless extended.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, holders who (i) validly tender and who do
not validly withdraw Old Notes pursuant to the Cash Offer at or
prior to the Cash Offer Expiration Date or (ii) deliver a properly
completed and duly executed Notice of Guaranteed Delivery and all
other required documents at or prior to the Cash Offer Expiration
Date and tender their Old Notes pursuant to the Cash Offer at or
prior to prior to 5:00 p.m. (New York time) on the second business
day after the Expiration Date (the “Cash Offer Guaranteed Delivery
Date”), and whose Old Notes are accepted for purchase by us, will
receive the Total Consideration (as defined below) for each £1,000
principal amount of Old Notes, which will be payable in cash.
The consideration for each £1,000 principal amount of Old Notes
validly tendered pursuant to the Cash Offer at or prior to the Cash
Offer Expiration Date or the Cash Offer Guaranteed Delivery Date
pursuant to the guaranteed delivery procedures, and not validly
withdrawn (the “Total Consideration”), will be calculated at 1:00
p.m. (London time) on the Cash Offer Price Determination Date. The
Total Consideration for the Old Notes will be determined in
accordance with standard market practice, as described in the Offer
the Purchase using the yield to maturity equal to the fixed spread
specified in the table above, plus the yield that equates to the
price of the Old Notes Reference Benchmark specified in the table
above on the Cash Offer Price Determination Date.
Pfizer will announce the Total Consideration for the Old Notes
as soon as practicable after it is determined on the Cash Offer
Price Determination Date.
In addition to the Total Consideration, holders whose Old Notes
are accepted for tender will be paid accrued and unpaid interest on
such Old Notes to, but not including, the Settlement Date. Interest
will cease to accrue on the Settlement Date for all Old Notes
accepted, including those tendered through the guaranteed delivery
procedures.
Pfizer’s obligation to accept Old Notes tendered in the Cash
Offer is subject to the satisfaction of certain conditions
described in the Offer to Purchase, including the timely
satisfaction or waiver of all of the conditions precedent to the
completion of the Exchange Offer (the “Exchange Offer Condition”).
Pfizer reserves the right, subject to applicable law, to waive any
and all conditions to the Cash Offer.
Pfizer may terminate the Cash Offer if Pfizer terminates the
Exchange Offer, but Pfizer may also elect to waive the Exchange
Offer Condition. If Pfizer waives the Exchange Offer Condition and
terminates the Exchange Offer without terminating the Cash Offer,
Pfizer will offer holders that tendered Old Notes into the
terminated Exchange Offer the opportunity to tender into the Cash
Offer instead, including by extending the Cash Offer if required by
law. Pfizer will terminate the Exchange Offer if it terminates the
Cash Offer.
Lucid Issuer Services Limited will also act as the Information
Agent and the Tender Agent for the Cash Offer. Questions or
requests for assistance related to the Cash Offer may be directed
to Lucid Issuer Services Limited at +44 207 704 0880 or
pfizer@lucid-is.com. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Cash Offer. The Cash Offer Documents can be accessed
at the following link www.lucid-is.com/pfizer.
Pfizer refers to the Exchange Offer and the Cash Offer
collectively, as the “Offer.”
If Pfizer terminates the Offer, it will give prompt notice to
the Tender Agent or Exchange Agent, as applicable, and all Old
Notes tendered pursuant to such terminated Offer will be returned
promptly to the tendering holders thereof. With effect from such
termination, any Old Notes blocked in Euroclear Bank SA/NV and
Clearstream Banking, société anonyme will be released.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Old Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Exchange Offer or Cash Offer, as
applicable, before the deadlines specified herein and in the
Exchange Offer Documents or the Cash Offer Documents, as
applicable. The deadlines set by each clearing system for the
submission and withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in the
Exchange Offer Documents or the Cash Offer Documents, as
applicable.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Old Notes. The Exchange Offer is being made
solely pursuant to the Offering Memorandum and related documents
and the Cash Offer is being made solely pursuant to the Offer to
Purchase and related documents. The Offer is not being made to
holders of Old Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of Pfizer by the dealer manager or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
Offer to Purchase 5.750 per cent. Notes due
2021 and Related Solicitation of Consents
Pfizer today also announced that it has commenced (i) an offer
to purchase for cash (the “2021 Notes Tender Offer”) any and all of
its outstanding €2,000,000,000 5.750 per cent. Notes due 2021 (the
“2021 Notes”) from holders thereof and, in conjunction with the
2021 Notes Tender Offer, (ii) a solicitation of consents
(“Consents”) to amend the 2021 Notes and the indenture pursuant to
which the 2021 Notes were issued to shorten the required notice in
the case of an optional redemption by Pfizer to not less than seven
days nor more than 60 days (the “Proposed Amendments”) (the
“Consent Solicitation” and together with the 2021 Notes Tender
Offer, the “2021 Notes Offer”), in each case on the terms and
subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated December 7, 2017 (the “2021
Notes Offer to Purchase”). In order to adopt the Proposed
Amendments, Pfizer must receive valid tenders of 2021 Notes and
delivery of corresponding Consents of at least a majority of the
aggregate principal amount of the outstanding 2021 Notes (the
“Required Consents”).
If Pfizer receives the Required Consents, promptly after the
Early Tender and Consent Date (as defined below), Pfizer intends to
issue a redemption notice calling for the redemption of any and all
2021 Notes not tendered by the Early Tender and Consent Date in the
2021 Notes Offer for redemption on or about December 28, 2017.
Holders must validly tender their 2021 Notes, and not validly
withdraw their 2021 Notes, at or prior to 5:00 p.m., New York time,
on December 20, 2017 (such time and date, as the same may be
extended, the “Early Tender and Consent Date”) in order to be
eligible to receive the Tender Total Consideration (as set forth
below) on the Early Settlement Date (as defined below). The 2021
Notes Tender Offer will expire at 11:59 p.m., New York time, on
January 5, 2018, unless extended or earlier terminated (such time
and date, as the same may be extended or earlier terminated, the
“2021 Notes Tender Expiration Date”). Holders that validly tender
their 2021 Notes, and do not validly withdraw their 2021 Notes,
after the Early Tender and Consent Date and at or prior to the 2021
Notes Tender Expiration Date will only be eligible to receive the
Tender Total Consideration less the Early Tender and Consent
Payment (as set forth below).
2021 Notes tendered may only be withdrawn prior to the effective
date of the supplemental indenture (the “Consent Effective Date”).
Holders will be deemed to have delivered their Consents by
tendering their 2021 Notes on or prior to the 2021 Notes Tender
Expiration Date. Holders may not tender their 2021 Notes (including
following the Early Tender and Consent Date) without delivering
their Consents in respect of the tendered 2021 Notes.
The total consideration (the “Tender Total Consideration”)
payable for the 2021 Notes tendered on or prior to the Early Tender
and Consent Date shall be determined in the manner described in the
2021 Notes Offer to Purchase by reference to a fixed spread of 20
basis points (the “2021 Notes Fixed Spread”) over the yield to
maturity of the 2021 Notes Reference Benchmark described below as
of 10:00 a.m., London time, on December 21, 2017 (the “2021 Notes
Price Determination Date”).
The consideration payable per €1,000 principal amount of 2021
Notes in respect of 2021 Notes tendered on or prior to the Early
Tender and Consent Date will equal the greater of:
(a) the Tender Total Consideration calculated with reference to
the 2021 Notes Fixed Spread over the yield to maturity of the 2021
Notes Reference Benchmark as of 10:00 a.m., London time, on the
2021 Notes Price Determination Date using the Early Settlement
Date, plus accrued but unpaid interest up to the Early Settlement
Date, or
(b) the Tender Total Consideration calculated with reference to
the 2021 Notes Fixed Spread over the yield to maturity of the 2021
Notes Reference Benchmark as of 10:00 a.m., London time, on the
2021 Notes Price Determination Date using the date that is 32 days
after the 2021 Notes Price Determination Date (the “Alternative
Settlement Date”), plus accrued but unpaid interest up to the
Alternative Settlement Date, being the redemption price that an
investor would have received had the 2021 Notes been redeemed on
January 22, 2018, i.e., called for redemption on December 21, 2017
without giving effect to the Proposed Amendments. For the avoidance
of doubt, the yield to maturity on the 2021 Notes Reference
Benchmark is assumed as of the 2021 Notes Price Determination
Date.
In addition, holders whose 2021 Notes are validly tendered and
not validly withdrawn and that are purchased pursuant to the 2021
Notes Tender Offer will receive on the Early Settlement Date or the
Final Settlement Date, as applicable, accrued and unpaid interest
up to, but excluding, the applicable Settlement Date or, if the
consideration payable is based on clause (b) above, the
Alternative Settlement Date (“Accrued Interest”).
Included in the Tender Total Consideration calculation is an
amount equal to €30.00 per €1,000 principal amount of 2021 Notes
purchased, which shall constitute an early tender and consent
payment (the “Early Tender and Consent Payment”) and which shall
only be paid for 2021 Notes tendered and Consents delivered on or
prior to the Early Tender and Consent Date that are accepted for
purchase. With respect to 2021 Notes tendered after the Early
Tender and Consent Date and on or prior to the 2021 Notes Tender
Expiration Date, Pfizer shall pay the Tender Total Consideration
minus the Early Tender and Consent Payment for such 2021 Notes
accepted for purchase.
The following table summarizes terms material to the
determination of the Tender Total Consideration:
2021 Notes
Principal Reference ISIN Number Amount
Benchmark Bloomberg Fixed Spread Early
Tender and Hypothetical Tender Common Code
Title of Security Outstanding (ISIN Number)
Reference Page (basis points)
Consent Payment (1)
Total
Consideration(1)(2)
XS0432071131043207113
5.750 per cent.Notes due 2021
€2,000,000,000 OBL 0% due9 April 2021(DE0001141737) PXGE +20 bps
€30.00 €1,212.75
(1) Payable in cash per each €1,000 principal amount of the 2021
Notes validly tendered at or prior to the Early Tender and Consent
Date and not validly withdrawn at or prior to the 2021 Notes Tender
Expiration Date and accepted for purchase. The Early Tender and
Consent Payment is included in the Total Consideration. Holders
tendering after the Early Tender and Consent Date will not receive
the Early Tender and Consent Payment.
(2) Hypothetical Tender Total Consideration is based on the
fixed spread for the 2021 Notes, plus the yield of the 2021 Notes
Reference Benchmark as of 10:00 a.m., London time, on December 6,
2017. The information provided in the above table is for
illustrative purposes only. Pfizer makes no representation with
respect to the actual consideration that may be paid, and such
amounts may be greater or less than those shown in the above table
depending on the yield of the 2021 Notes Reference Benchmark as of
the 2021 Notes Price Determination Date. The actual Tender Total
Consideration will be based on the fixed spread for the 2021 Notes
to the yield of the 2021 Notes Reference Benchmark as of 10:00
a.m., London time, on the 2021 Notes Price Determination Date. The
hypothetical Tender Total Consideration excludes accrued and unpaid
interest on the Old Notes accepted for purchase.
The “Early Settlement Date” in respect of 2021 Notes validly
tendered (and not validly withdrawn) prior to the Early Tender and
Consent Date and accepted by us, is expected to be on the third
business day after the Early Tender and Consent Date, which is
expected to be on or about December 28, 2017. The “Final Settlement
Date”, in respect of 2021 Notes validly tendered (and not validly
withdrawn) after the Early Tender and Consent Date but prior to the
2021 Notes Tender Expiration Date and accepted by us, is expected
to be the third business day after the 2021 Notes Tender Expiration
Date, which is expected to be on or about January 10, 2018.
Only holders that validly tender their 2021 Notes and deliver
their corresponding Consents at or prior to the Early Tender and
Consent Date and do not validly withdraw their 2021 Notes will be
eligible to receive the Tender Total Consideration (which includes
the Early Tender and Consent Payment). Holders validly tendering
their 2021 Notes after the Early Tender and Consent Date and on or
prior to the 2021 Notes Tender Expiration Date will only be
eligible to receive the Tender Total Consideration less the Early
Tender and Consent Payment. In addition, all holders that validly
tender their 2021 Notes that are accepted for purchase in the 2021
Notes Tender Offer will receive a cash payment representing Accrued
Interest. Holders may not tender their 2021 Notes (including
following the Early Tender and Consent Date) without delivering
their Consents in respect of the tendered 2021 Notes.
Subject to applicable law, Pfizer may, in its sole discretion,
extend, amend or terminate the 2021 Notes Offer and Pfizer reserves
the right, in its sole discretion, not to accept any 2021 Notes
prior to the Consent Effective Date.
Lucid Issuer Services Limited will also act as the tender and
tabulation agent and as information agent for the 2021 Notes Offer.
Questions or requests for assistance related to the 2021 Notes
Offer or for additional copies of the 2021 Notes Offer to Purchase
may be directed to Lucid Issuer Services Limited at +44 207 704
0880 or pfizer@lucid-is.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the 2021 Notes Offer. The 2021 Notes Offer to
Purchase can be accessed at the following link
www.lucid-is.com/pfizer.
Holders of the 2021 Notes are advised to check with any bank,
securities broker or other intermediary through which they hold
2021 Notes as to when such intermediary needs to receive
instructions from a holder in order for that holder to be able to
participate in, or (in the circumstances in which revocation is
permitted) revoke their instruction to participate in, the 2021
Notes Offer before the deadlines specified herein and in the 2021
Notes Offer to Purchase. The deadlines set by each clearing system
for the submission and withdrawal of tender instructions will also
be earlier than the relevant deadlines specified herein and in the
2021 Notes Offer to Purchase.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any 2021 Notes. The 2021 Notes Tender Offer is
being made solely pursuant to the 2021 Notes Offer to Purchase and
related documents. The 2021 Notes Tender Offer is not being made to
holders of 2021 Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the 2021 Notes
Tender Offer to be made by a licensed broker or dealer, the 2021
Notes Tender Offer will be deemed to be made on behalf of Pfizer by
the dealer manager or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements. Such
forward-looking statements involve substantial risks and
uncertainties. We have tried, wherever possible, to identify such
statements by using words such as “will,” “may,” “could,” “likely,”
“ongoing,” “anticipate,” “estimate,” “expect,” “project,” “intend,”
“plan,” “believe,” “target,” “forecast,” “goal,” “objective,” “aim”
and other words and terms of similar meaning or by using future
dates in connection with any discussion of, among other things,
expectations regarding the completion of the Exchange Offer, the
Cash Offer or the 2021 Notes Offer. A list and description of
risks, uncertainties and other matters can be found in our Annual
Report on Form 10-K for the year ended December 31, 2016, including
in the sections thereof captioned “Forward-Looking Information and
Factors That May Affect Future Results” and “Risk Factors,” in our
Quarterly Reports on Form 10-Q, in our Current Reports on Form 8-K,
and in
the Offer Documents and the 2021 Notes Offer to Purchase, in
each case including in the section thereof captioned “Risk
Factors.” You should understand that it is not possible to predict
or identify all such factors. Consequently, you should not consider
any such list to be a complete set of all potential risks or
uncertainties.
We cannot guarantee that any forward-looking statement will be
realized, although we believe we have been prudent in our plans and
assumptions. Achievement of anticipated results is subject to
substantial risks, uncertainties and inaccurate assumptions. Should
known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could vary
materially from past results and those anticipated, estimated or
projected. You should bear this in mind as you consider
forward-looking statements, and you are cautioned not to put undue
reliance on forward-looking statements. We undertake no obligation
to publicly update forward-looking statements, whether as a result
of new information, future events or otherwise, except as required
by law or by the rules and regulations of the Securities and
Exchange Commission (the “SEC”). You are advised, however, to
consult any further disclosures we make on related subjects in our
reports on Form 10-K, 10-Q and 8-K and our other filings with the
SEC.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171207005588/en/
Pfizer Inc.Media:Joan Campion,
212-733-2798orInvestors:Ryan Crowe, 212-733-8160
Pfizer (NYSE:PFE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Pfizer (NYSE:PFE)
Historical Stock Chart
From Apr 2023 to Apr 2024