This Amendment No. 3 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO filed by Arlington Acquisition Sub Inc., a Delaware corporation (Purchaser) and a wholly owned subsidiary of Pfizer Inc., a Delaware corporation (Pfizer), with the U.S. Securities and Exchange
Commission on June 28, 2019 (together with any subsequent amendments and supplements thereto, the Schedule TO). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001
per share (Shares), Array BioPharma Inc., a Delaware corporation (Array), at a price of $48.00 per share, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and
conditions set forth in the offer to purchase, dated June 28, 2019 (the Offer to Purchase), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the Letter of Transmittal), a copy of
which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the Offer.
Amendments to the Offer to Purchase
Items 1 through
11.
The information set forth in the Offer to Purchase under The Tender OfferSection 16Certain Legal Matters;
Regulatory Approvals and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby further amended and supplemented as follows:
The following paragraph is added to the end of the subsection titled
Compliance with the HSR Act
on page 46 of the Offer to
Purchase:
On July 11, 2019, each of Pfizer and Array filed Notification and Report Forms under the HSR Act with the FTC and the
Antitrust Division in connection with the purchase of Shares in the Offer. As a result, the required waiting period with respect to the Offer will expire at 11:59 p.m., New York City time, on July 26, 2019, unless earlier terminated by the FTC and
the Antitrust Division, Pfizer elects to withdraw and re-submit its Notification and Report Form, or the FTC or the Antitrust Division issues a request for additional information and documentary material prior to that time.
The following sentences replace the second and third sentence of the first paragraph in the subsection titled
Foreign Regulatory
Filings in Germany and Austria
on page 46 of the Offer to Purchase:
Pfizer filed a notification with the FCO on June 30,
2019 with respect to the Offer. The one (1)-month review period is scheduled to expire at 11:59 P.M., Central European Time, on July 30, 2019, unless (i) the FCO issues a clearance decision prior to the expiration of the review period or (ii) the
FCO notifies Pfizer within the review period after the date of filing of the initiation of an in-depth investigation.
The following
sentences replace the second and third sentence of the second paragraph in the subsection titled
Foreign Regulatory Filings in Germany and Austria
on page 46 of the Offer to Purchase:
Pfizer filed a notification with the FCA on July 1, 2019 with respect to the Offer. The four (4)-week review period is scheduled to
expire at 11:59 P.M., Central European Time, on July 29, 2019, unless (i) the FCA issues a waiver prior to the expiration of the review period or (ii) a motion is filed with the Austrian Cartel Court to review the transactions.
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