This Amendment No. 6 (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, 4, 6
and 11. Summary Term Sheet; Terms of the Transaction; Purposes of the Transaction and Plans or Proposals; Additional Information.
The
Offer to Purchase and Items 1, 4, 6 and 11 of the Schedule TO, to the extent Items 1, 4, 6 and 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs
thereto:
The Offer, which was previously scheduled to expire at one minute after 11:59 p.m., Eastern Time, on July 26, 2019,
is being extended in accordance with the Merger Agreement to 6:01 p.m., Eastern Time, on July 29, 2019, unless further extended in accordance with the Merger Agreement.
The extension allows for the expiration of the waiting period applicable to the proposed transaction under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, which is scheduled to expire at 11:59 p.m., Eastern Time, on July 26, 2019, unless earlier terminated or becomes subject to a Second Request by the FTC. The extension also allows for the expiration of
the four (4) week review period contemplated by the Austrian Cartel Act, which is scheduled to expire at 11:59 p.m., Central European Time, on July 29, 2019, unless earlier terminated or extended by the FCA.
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 sentences replace the second, third, and
fourth sentence of the first paragraph in the subsection titled
Foreign Regulatory Filings in Germany and Austria
on page 46 of the Offer to Purchase:
On July 23, 2019, the FCO determined that it does not have jurisdiction over the Offer and the Merger. Following that determination,
Pfizer withdrew its filing with the FCO.
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