This Amendment No. 4 (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 by adding the following paragraph
at the end of such section on page 47 of the Offer to Purchase:
Securityholder
Lit
i
gation
. On July 1,
2019, a purported stockholder of Array filed a putative class action lawsuit against Array, its directors, Pfizer and Purchaser in the United States District Court for the District of Delaware, captioned
Michael Kent v. Array BioPharma Inc., et
al.
, Case No. 1:19-cv-01248 (the
Kent Complaint
). On July 2, 2019 another purported stockholder of Array filed a lawsuit against Array, its directors, Pfizer and Purchaser in the United States District Court for the Southern
District of New York, captioned
Elaine Wang v. Array BioPharma Inc., et al.
, Case No. 1:19-cv-06168 (the
Wang Complaint
). On July 3, 2019 a third purported stockholder of Array filed a putative class action lawsuit against
Array and its directors in the United States District Court for the District of Colorado, captioned
Jacques Noel v. Array BioPharma et al.
, Case No. 1:19-cv-01925. On July 8, 2019, a fourth purported stockholder of Array filed a lawsuit
against Array and its directors in the United States District Court for the District of Colorado, captioned
Mark Groeschel v. Array BioPharma Inc., et al.
, Case No. 1:19-cv-01960. On July 11, 2019, a fifth purported stockholder of Array filed
a lawsuit against Array and its directors in the United States District Court for the District of Colorado, captioned
Larry Guerrero v. Array BioPharma Inc., et al.
, Case No. 1:19-cv-02000. On July 12, 2019, a sixth purported stockholder
of Array filed a lawsuit against Array and its directors in the United States District Court for the District of Delaware, captioned
Mark Wescott v. Array BioPharma Inc., et al.
, Case No. 1:19-cv-01304. The complaints allege that Array and
its directors, and, in the Kent Complaint and the Wang Complaint, Pfizer and Purchaser, violated Sections 14(d) and 14(e) of the Exchange Act and Rule 14d-9 promulgated thereunder because the Schedule 14D-9 is materially deficient, and that
Arrays directors (acting in their capacity as control persons of Array) and, solely in the Kent Complaint, Pfizer (which the Kent Complaint alleges should also be deemed to be a control person of Array for purposes of Section 20(a) of the
Exchange Act), violated Section 20(a) of the Exchange Act by filing a materially deficient Schedule 14D-9. Each of the complaints seeks, among other things, (i) injunctive relief preventing the consummation of the Transactions,
(ii) rescissory damages or rescission in the event the Transactions are consummated and (iii) plaintiffs attorneys and experts fees. The defendants believe the claims asserted in the complaints are without merit.
-2-