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Item 7.01.
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Regulation FD Disclosure.
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On June 14, 2019, Pfizer Inc., a Delaware corporation (“Pfizer”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Array BioPharma Inc., a Delaware corporation (“Array”), and Arlington Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pfizer (“Purchaser”). On June 17, 2019, Pfizer and Array issued a press
release announcing entry into the Merger Agreement, which is attached as Exhibit 99.1 to this Current Report on Form
8-K
and incorporated by reference herein.
Pursuant to General Instruction B.2. to Form
8-K,
the information set forth in this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
On June 14, 2019, Pfizer entered into the Merger Agreement. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser
will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of Array at a price of $48.00 per share, net to the seller in cash, without interest, subject to any required withholding of taxes. The
Merger Agreement further provides that, upon the terms and subject to the conditions thereof, following completion of the Offer, Purchaser will merge with and into Array, with Array surviving as a wholly owned subsidiary of Pfizer (the
“Merger”).
Completion of the Offer and the Merger is subject to customary closing conditions, including regulatory approvals and the tender of
a majority of the fully diluted shares of common stock of Array. Closing of the transaction is expected in the second half of 2019. Pfizer expects to finance the majority of the transaction with debt and the balance with existing cash.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Exhibit Description
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Exhibit 99.1
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Press Release, dated June 17, 2019
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Forward-Looking Statements
The information contained in this Current Report is as of June 17, 2019. Pfizer assumes no obligation to update forward-looking statements contained in
this Current Report as the result of new information or future events or developments.
This Current Report contains forward-looking information related
to Pfizer, Array and the proposed acquisition of Array by Pfizer that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in
this document and the accompanying exhibits include, among other things, statements about the potential benefits of the proposed acquisition, anticipated royalties, earnings dilution and accretion, and growth, Pfizer’s and Array’s plans,
objectives, expectations and intentions, the financial condition, results of operations and business of Pfizer and Array, the BRAF/MEK combination and Array’s other pipeline and portfolio assets, the anticipated timing of closing of the
proposed acquisition and expected plans for financing the proposed acquisition. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the
failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to how many of Array’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does
not close; the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from
various governmental entities (including any conditions, limitations or restrictions placed on these approvals and the risk that one or more governmental entities may deny approval); risks related to the ability to realize the anticipated benefits
of the proposed acquisition, including the possibility that the expected benefits and accretion from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be
integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships;