This Amendment No. 8 (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 Offer—Section 16—Certain 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 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:
“At 11:59 p.m., Central European Time, on July 29,
2019, the FCA review period with respect to the Offer expired. Accordingly, the portion of the conditions to the Offer relating to Austrian merger control has been satisfied.”
Items 1 through 9; Item 11.
Items 1
through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:
At 6:01 p.m., Eastern Time, on July 29, 2019, the
Offer expired. Purchaser was advised by Computershare Trust Company, N.A., in its capacity as depository for the Offer, that, as of the expiration of the Offer, a total of 171,905,358 Shares were validly tendered and not validly withdrawn pursuant
to the Offer, representing approximately 77% of the Shares outstanding as of the expiration of the Offer.
As of the expiration of the
Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, as defined in the Offer to Purchase, and all other conditions to the Offer were satisfied or waived. Promptly after the
expiration of the Offer, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer.
As
the final step of the acquisition process, Pfizer completed its acquisition of Array by consummating the Merger without the affirmative vote of Array’s stockholders, pursuant to Section 251(h) of the DGCL. At the Effective Time, Purchaser was
merged with and into Array, with Array continuing as the Surviving Corporation and a wholly owned subsidiary of Pfizer, and each Share (other than the Excluded Shares) issued and outstanding immediately prior to the Effective Time was canceled and
converted into the right to receive $48.00 in cash without interest thereon and subject to any withholding of taxes.
As a result of the
Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Market. Pfizer and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and to suspend all of Array’s
reporting obligations under the Exchange Act as promptly as practicable.
On July 30, 2019, Pfizer issued a press release announcing the
expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(A) hereto and is incorporated herein by reference.
Item 12.
Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented as follows:
(a)(5)(A) Press Release dated July 30, 2019.
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