Pfizer Inc. (NYSE: PFE) (“Pfizer”) today announced the pricing
terms of its previously announced offers to exchange and to
repurchase any and all of its outstanding £1,500,000,000 6.500 per
cent. Notes due 2038 (the “Old Notes”).
Exchange Offer for 6.500 per cent. Notes due
2038
The first transaction consists of Pfizer’s private offer to
exchange (the “Exchange Offer”) any and all of the Old Notes for
newly issued debt securities of Pfizer (the “New Notes”), on the
terms and subject to the conditions set forth in the Offering
Memorandum dated December 7, 2017 (the “Offering Memorandum” and,
together with the related exchange offer notice of guaranteed
delivery (the “Exchange Offer Notice of Guaranteed Delivery”), the
“Exchange Offer Documents”). All holders who certify that they are
either (1) “qualified institutional buyers” as defined in Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”)
or (2) non-“U.S. persons” (as defined in Rule 902 under the
Securities Act) located outside of the United States who are
non-U.S. qualified offerees (as defined in the Offering Memorandum)
are authorized to receive the Offering Memorandum and to
participate in the Exchange Offer (each an “Exchange Offer Eligible
Holder”).
The Exchange Offer will expire at 5:00 p.m. (New York time)
today, December 14, 2017 (such date and time, as the same may be
extended, the “Exchange Offer Expiration Date”). Old Notes tendered
for exchange pursuant to the Exchange Offer may be withdrawn prior
to the earlier of (i) the Exchange Offer Expiration Date, and (ii)
if the Exchange Offer is extended, the 10th business day after
commencement of the Exchange Offer. Old Notes may also be validly
withdrawn at any time after the 60th business day after
commencement of the Exchange Offer if for any reason the Exchange
Offer has not been consummated within 60 business days after
commencement of the Exchange Offer. Subject to the satisfaction or
waiver of the conditions to the Exchange Offer, the “Settlement
Date” with respect to the Exchange Offer will be promptly following
the Exchange Offer Expiration Date and is expected to be December
19, 2017.
On the terms and subject to the conditions set forth in the
Offering Memorandum, set forth below are the Exchange Offer Yield
and the Total Exchange Price (each as defined in the Offering
Memorandum), as calculated as of 1:00 p.m. (London time) today,
December 14, 2017, in connection with the Exchange Offer:
ISIN NumberCommon Code
Title of Security
Reference Benchmark(ISIN
Number)
Bloomberg Reference
Page
Reference Yield
Fixed Spread (basis
points)
Exchange Offer
Yield
Total Exchange
Price(1)(2)
XS0432072022
043207202
6.500 per cent.Notes due2038
UKT 4.75% due7 December 2038(GB00B00NY175) PXUK
1.710%
+70 bps 2.410% £1,650.97
____________
(1)
The Total Exchange Price is based on the
fixed spread plus the Reference Yield (as defined in the Offering
Memorandum) as of 1:00 p.m. (London time) today, December 14, 2017.
The Total Exchange Price excludes accrued and unpaid interest on
the Old Notes accepted for exchange, which will be payable in cash
in addition to the Total Exchange Price.
(2) Payable in principal amount of the New Notes per each
£1,000 principal amount of the Old Notes validly tendered and not
validly withdrawn at or prior to the Exchange Offer Expiration Date
or Exchange Offer Guaranteed Delivery Date (as such terms are
defined below) pursuant to the guaranteed delivery procedures and
accepted for exchange.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Exchange Offer Eligible Holders who (i)
validly tender and who do not validly withdraw Old Notes at or
prior to the Exchange Offer Expiration Date or (ii) deliver a
properly completed and duly executed Exchange Offer Notice of
Guaranteed Delivery and all other required documents at or prior to
the Exchange Offer Expiration Date and tender their Old Notes
pursuant to the Exchange Offer at or prior to 5:00 p.m. (New York
time) on the second business day after the Exchange Offer
Expiration Date (the “Exchange Offer Guaranteed Delivery Date”),
and whose Old Notes are accepted for exchange by Pfizer, will
receive the Total Exchange Price for each £1,000 principal amount
of Old Notes.
In addition to the Total Exchange Price, Exchange Offer Eligible
Holders whose Old Notes are accepted for exchange will be paid in
cash accrued and unpaid interest on such Old Notes to, but
excluding, the Settlement Date. Interest will cease to accrue on
the Settlement Date for all Old Notes accepted, including those
tendered through the guaranteed delivery procedures.
The New Notes will mature on June 15, 2043 and will bear
interest at a rate per annum of 2.735%.
Pfizer will not issue New Notes in the Exchange Offer if the
aggregate principal amount of New Notes to be issued in the
Exchange Offer would be less than £300 million (the “Minimum Issue
Requirement”), but instead will deliver cash to holders that elect
to receive cash in such circumstances (the “Cash Reversion
Option”). When submitting a tender of Old Notes, an Exchange Offer
Eligible Holder must elect, in the event the Minimum Issue
Requirement with respect to the New Notes is not satisfied (and the
Total Exchange Price is not payable to such Exchange Offer Eligible
Holder), to:
- receive the cash consideration equal to
the Total Consideration (as defined below) for the Cash Offer (as
defined below) with respect to such Old Notes pursuant to the Cash
Reversion Option described in the Offering Memorandum, or
- have its Old Notes returned.
Holders that do not make an election will be deemed to have
elected to receive cash in the event the Minimum Issue Requirement
is not met. Pfizer is not permitted to waive the Minimum Issue
Requirement.
Pfizer’s obligation to accept any Old Notes tendered in the
Exchange Offer is subject to the satisfaction of certain conditions
to the Exchange Offer as described in the Offering Memorandum,
including (x) the timely satisfaction or waiver of all of the
conditions to the Cash Offer at or prior to the Exchange Offer
Expiration Date (the “Cash Offer Condition”) and (y) the
determination that the exchange of the New Notes for the Old Notes
pursuant to the Exchange Offer will be treated as a “significant
modification” of the Old Notes within the meaning of section
1.1001-3 of the U.S. Treasury Regulation (the “Tax Condition”).
Based on the pricing terms of the Exchange Offer, Pfizer has
determined that the Tax Condition has been satisfied. Pfizer
reserves the right, subject to applicable law, to waive any and all
conditions to the Exchange Offer, except for the Cash Offer
Condition and the Minimum Issue Requirement.
Pfizer will terminate the Exchange Offer if it terminates the
Cash Offer. Pfizer may terminate the Cash Offer if it terminates
the Exchange Offer, but it may also elect to waive the condition to
the Cash Offer that the Exchange Offer be completed. If Pfizer does
waive the condition to the Cash Offer that the Exchange Offer be
completed and terminates the Exchange Offer without terminating the
Cash Offer, it will offer holders that tendered Old Notes into the
terminated Exchange Offer the opportunity to tender into the Cash
Offer instead, including by extending the Cash Offer if required by
law. If Pfizer extends the Cash Offer for any reason, it will
extend the Exchange Offer, unless the Exchange Offer has been
terminated in accordance with the preceding sentence.
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
Lucid Issuer Services Limited is acting as the Information Agent
and the Exchange Agent for the Exchange Offer. Questions or
requests for assistance related to the Exchange Offer may be
directed to Lucid Issuer Services Limited at +44 207 704 0880 or
pfizer@lucid-is.com. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer. Exchange Offer Eligible Holders can
access the Exchange Offer Documents through the following link
www.lucid-is.com/pfizer after making the required
certifications.
Cash Offer for 6.500 per cent. Notes due
2038
The second transaction consists of Pfizer’s offer to all holders
to purchase for cash (the “Cash Offer”) any and all Old Notes, on
the terms and subject to the conditions set forth in the Offer to
Purchase dated December 7, 2017 (the “Offer to Purchase” and,
together with the related cash offer notice of guaranteed delivery
(the “Cash Offer Notice of Guaranteed Delivery”), the “Cash Offer
Documents,” collectively with the Exchange Offer Documents, the
“Offer Documents”). Exchange Offer Eligible Holders are permitted
to participate in either the Exchange Offer or the Cash Offer with
respect to any particular Old Note (subject to authorized
denominations requirements ), provided that any particular Old Note
may be tendered either in the Exchange Offer or the Cash Offer, but
not both.
On the terms and subject to the conditions set forth in the
Offer to Purchase, set forth below are the Cash Offer Yield and the
Total Consideration (each as defined in the Offer to Purchase), as
calculated at 1:00 p.m. (London time) today, December 14, 2017, in
connection with the Cash Offer:
ISIN NumberCommon Code
Title of Security
Reference Benchmark(ISIN
Number)
Bloomberg Reference
Page
Reference Yield
Fixed Spread (basis
points)
Cash Offer Yield
Total
Consideration(1)(2)
XS0432072022
043207202
6.500 per cent.Notes due2038
UKT 4.75% due7 December
2038(GB00B00NY175)
PXUK 1.710% +70 bps 2.410% £1,650.97
____________
(1)
The Total Consideration is based on the
fixed spread for the Old Notes plus Reference Yield (as defined in
the Offer to Purchase) as of 1:00 p.m. (London time) today,
December 14, 2017. The Total Consideration excludes accrued and
unpaid interest on the Old Notes accepted for purchase, which will
be payable in cash in addition to the Total Consideration.
(2) Payable in cash per each £1,000 principal amount of the
Old Notes validly tendered and not validly withdrawn at or prior to
the Cash Offer Expiration Date or the Cash Offer Guaranteed
Delivery Date (as such terms are defined below) pursuant to the
guaranteed delivery procedures and accepted for purchase.
The Cash Offer will expire at 5:00 p.m. (New York time) today,
December 14, 2017 (such date and time, as the same may be extended,
the “Cash Offer Expiration Date”). Old Notes tendered may be
validly withdrawn at any time prior to the earlier of (i) the Cash
Offer Expiration Date, and (ii) if the Cash Offer is extended, the
10th business day after commencement of the Cash Offer. Old Notes
may also be validly withdrawn at any time after the 60th business
day after commencement of the Cash Offer if for any reason the Cash
Offer has not been consummated within 60 business days after
commencement of the Cash Offer. Subject to the satisfaction or
waiver of the conditions to the Cash Offer, the “Settlement Date”
with respect to the Cash Offer will be promptly following the Cash
Offer Expiration Date and is expected to be December 19, 2017.
Upon the terms and subject to the conditions set forth in the
Cash Offer Documents, holders who (i) validly tender and who do not
validly withdraw Old Notes pursuant to the Cash Offer at or prior
to the Cash Offer Expiration Date or (ii) deliver a properly
completed and duly executed Cash Offer Notice of Guaranteed
Delivery and all other required documents at or prior to the Cash
Offer Expiration Date and tender their Old Notes pursuant to the
Cash Offer at or prior to 5:00 p.m. (New York time) on the second
business day after the Expiration Date (the “Cash Offer Guaranteed
Delivery Date”), and whose Old Notes are accepted for purchase by
us, will receive the Total Consideration for each £1,000 principal
amount of Old Notes, which will be payable in cash.
In addition to the Total Consideration, holders whose Old Notes
are accepted for tender will be paid accrued and unpaid interest on
such Old Notes to, but not including, the Settlement Date. Interest
will cease to accrue on the Settlement Date for all Old Notes
accepted, including those tendered through the guaranteed delivery
procedures.
Pfizer’s obligation to accept Old Notes tendered in the Cash
Offer is subject to the satisfaction of certain conditions
described in the Offer to Purchase, including the timely
satisfaction or waiver of all of the conditions precedent to the
completion of the Exchange Offer (the “Exchange Offer Condition”).
Pfizer reserves the right, subject to applicable law, to waive any
and all conditions to the Cash Offer.
Pfizer may terminate the Cash Offer if it terminates the
Exchange Offer, but Pfizer may also elect to waive the Exchange
Offer Condition. If Pfizer waives the Exchange Offer Condition and
terminates the Exchange Offer without terminating the Cash Offer,
it will offer holders that tendered Old Notes into the terminated
Exchange Offer the opportunity to tender into the Cash Offer
instead, including by extending the Cash Offer if required by law.
Pfizer will terminate the Exchange Offer if it terminates the Cash
Offer.
Lucid Issuer Services Limited is also acting as the Information
Agent and the Tender Agent for the Cash Offer. Questions or
requests for assistance related to the Cash Offer may be directed
to Lucid Issuer Services Limited at +44 207 704 0880 or
pfizer@lucid-is.com. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Cash Offer. The Cash Offer Documents can be accessed
at the following link www.lucid-is.com/pfizer.
###
Pfizer refers to the Exchange Offer and the Cash Offer
collectively, as the “Offers.”
If Pfizer terminates any Offer, it will give prompt notice to
the Tender Agent or Exchange Agent, as applicable, and all Old
Notes tendered pursuant to such terminated Offer will be returned
promptly to the tendering holders thereof. With effect from such
termination, any Old Notes blocked in Euroclear Bank SA/NV and
Clearstream Banking, société anonyme will be released.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Old Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Exchange Offer or Cash Offer, as
applicable, before the deadlines specified herein and in the
Exchange Offer Documents or the Cash Offer Documents, as
applicable. The deadlines set by each clearing system for the
submission and withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in the
Exchange Offer Documents or the Cash Offer Documents, as
applicable.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Old Notes. The Exchange Offer is being made
solely pursuant to the Offering Memorandum and related documents
and the Cash Offer is being made solely pursuant to the Offer to
Purchase and related documents. The Offers are not being made to
holders of Old Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offers to be
made by a licensed broker or dealer, the Offers will be deemed to
be made on behalf of Pfizer by the dealer manager or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
United Kingdom
This announcement is only directed at persons in the United
Kingdom who are (i) investment professionals within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (ii) persons
falling within Article 49(2)(a) to (e) of the Order (all such
persons together being referred to as “relevant persons”). This
announcement must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons. Any
person who is not a relevant person should not act or rely on this
announcement or any of its contents. For the avoidance of doubt,
none of this announcement, the Offer Documents or any other offer
material has been or will be approved by an authorized person for
the purposes of section 21(1) of the UK Financial Services and
Markets Act 2000.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France. This announcement, the Offer
Documents and any other offering material relating to the Offers
may not be distributed or cause to be distributed to the public in
the Republic of France and only qualified investors (investisseurs
qualifiés) acting for their own account, with the exception of
individuals, with the meanings ascribed to them in, and in
accordance with, Articles L. 411-1, L. 411-2 and D. 411-1 of the
French Code monétaire et financier and applicable regulations
thereunder, are eligible to participate in the Offers. None of this
announcement, the Offer Documents or any other offering material
has been submitted for clearance to the Autorité des marchés
financiers.
Italy
None of the Offers, this announcement, the Offer Documents or
any other documents or materials relating to the Offers have been
or will be submitted to the clearance procedure of CONSOB (as
defined in the Offering Memorandum), pursuant to applicable Italian
laws and regulations. The Offers are being carried out in Italy as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of
Legislative Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Eligible Holders
(as defined in the Offering Memorandum) that are resident and/or
located in Italy can tender the Old Notes for purchase through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, as amended, and Legislative Decree No.
385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations and with any requirements imposed
by CONSOB or any other Italian authority. Each intermediary must
comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Old
Notes, the Offers or the Offer Documents.
European Economic Area
This announcement, the Offer Documents are only addressed to and
are only directed at qualified investors in any European Economic
Area (“EEA”) Member State within the meaning of Directive
2003/71/EC, as amended (together with any applicable implementing
measures in any Member State, the “Prospectus Directive”). Each
person in any Member State of the EEA, which has implemented the
Prospectus Directive (each, a “Relevant Member State”) who receives
this announcement or any other communication in respect of the
Offers contemplated in the Offer Documents will be deemed to have
represented, warranted and agreed to and with each Dealer Manager
and Pfizer that it is a qualified investor within the meaning of
the law in that Relevant Member State implementing Article 2(1)(e)
of the Prospectus Directive.
###
Forward-Looking Statements
This press release contains forward-looking statements. Such
forward-looking statements involve substantial risks and
uncertainties. We have tried, wherever possible, to identify such
statements by using words such as “will,” “may,” “could,” “likely,”
“ongoing,” “anticipate,” “estimate,” “expect,” “project,” “intend,”
“plan,” “believe,” “target,” “forecast,” “goal,” “objective,” “aim”
and other words and terms of similar meaning or by using future
dates in connection with any discussion of, among other things,
expectations regarding the completion of the Exchange Offer or the
Cash Offer. A list and description of risks, uncertainties and
other matters can be found in our Annual Report on Form 10-K for
the year ended December 31, 2016, including in the sections thereof
captioned “Forward-Looking Information and Factors That May Affect
Future Results” and “Risk Factors,” in our Quarterly Reports on
Form 10-Q, in our Current Reports on Form 8-K, and in the Offer
Documents, in each case including in the section thereof captioned
“Risk Factors.” You should understand that it is not possible to
predict or identify all such factors. Consequently, you should not
consider any such list to be a complete set of all potential risks
or uncertainties.
We cannot guarantee that any forward-looking statement will be
realized, although we believe we have been prudent in our plans and
assumptions. Achievement of anticipated results is subject to
substantial risks, uncertainties and inaccurate assumptions. Should
known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could vary
materially from past results and those anticipated, estimated or
projected. You should bear this in mind as you consider
forward-looking statements, and you are cautioned not to put undue
reliance on forward-looking statements. We undertake no obligation
to publicly update forward-looking statements, whether as a result
of new information, future events or otherwise, except as required
by law or by the rules and regulations of the Securities and
Exchange Commission (the “SEC”). You are advised, however, to
consult any further disclosures we make on related subjects in our
reports on Form 10-K, 10-Q and 8-K and our other filings with the
SEC.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171214005889/en/
Pfizer Inc.Media:Joan Campion, 212-733-2798orInvestor:Ryan
Crowe, 212-733-8160
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