Wyeth Announces Full Redemption of $2 Convertible Preferred Stock
April 23 2009 - 2:40PM
PR Newswire (US)
MADISON, N.J., April 23 /PRNewswire-FirstCall/ -- Wyeth (NYSE:WYE)
announced today that it will fully redeem all of its outstanding $2
Convertible Preferred Stock, par value $2.50 per share (the
"Convertible Preferred Stock") effective on July 15, 2009 (the
"Redemption Date"). As of April 22, 2009, there were 8,896 shares
of Convertible Preferred Stock outstanding. The redemption price
for each share of Convertible Preferred Stock is $60.08, which
includes an amount equal to all accrued but unpaid dividends up to,
and including, the Redemption Date. Wyeth announced earlier today
that a dividend of fifty cents ($.50) per share on the outstanding
shares of Convertible Preferred Stock was declared, payable on July
1, 2009 to stockholders of record at the close of business on June
12, 2009. The redemption of the Convertible Preferred Stock will
not impact today's dividend declaration as the dividend payment
date will occur prior to the Redemption Date. The redemption agent
is BNY Mellon Shareowner Services, Corporate Actions Division, P.O.
Box 3301, South Hackensack, New Jersey 07606. Prior to the close of
business on the Redemption Date, holders may elect to convert all,
or a portion of, their Convertible Preferred Stock into Wyeth
common stock, par value $0.33 1/3 per share (the "Common Stock"),
by surrendering their shares of Convertible Preferred Stock by mail
to the address previously stated or to the office of Wyeth's
transfer agent, BNY Mellon Shareowner Services, located at 480
Washington Boulevard, Attn: Corporate Actions Division, 27th Floor,
Jersey City, New Jersey 07310. Each share of Convertible Preferred
Stock is convertible into 36 shares of Common Stock. On April 22,
2009, the closing price of Wyeth's Common Stock on the New York
Stock Exchange was $41.92 per share. If the merger between Wyeth
and Pfizer Inc. ("Pfizer") is completed pursuant to the Agreement
and Plan of Merger (the "Merger Agreement") dated January 25, 2009,
upon the completion of the merger, each share of Common Stock will
be converted into the right to receive $33.00 in cash plus 0.985 of
a share of Pfizer common stock, subject to adjustment in limited
circumstances. On April 22, 2009, the closing price of Pfizer's
common stock on the NYSE was $13.04 per share. Considering the
number of shares of Common Stock into which each share of
Convertible Preferred Stock is convertible as compared to the
redemption price of $60.08 for each share of Convertible Preferred
Stock, Wyeth expects the holders of all or substantially all of the
Convertible Preferred Stock will elect to convert their shares into
Common Stock prior to the Redemption Date. Wyeth is redeeming the
Convertible Preferred Stock pursuant to a request from Pfizer made
in accordance with the terms and conditions of the Merger
Agreement, although the redemption is not in any way contingent
upon the closing of the merger. A Notice of Redemption, which will
describe the redemption procedures as well as the fact that holders
may elect to convert their Convertible Preferred Stock into Common
Stock prior to the Redemption Date, will be sent no later than June
15, 2009 by Wyeth to all record owners of Convertible Preferred
Stock. Additional information related to the procedures for
redemption, including copies of the Notice of Redemption following
its distribution, may be obtained from BNY Mellon Shareowner
Services by calling (800) 777-3674. About Wyeth Wyeth is one of the
world's largest research-driven pharmaceutical and health care
products companies. It is a leader in the discovery, development,
manufacturing and marketing of pharmaceuticals, vaccines,
biotechnology products, nutritionals and non-prescription medicines
that improve the quality of life for people worldwide. The
Company's major divisions include Wyeth Pharmaceuticals, Wyeth
Consumer Healthcare and Fort Dodge Animal Health. Forward-Looking
Statements The statements in this press release that are not
historical facts are forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
These risks and uncertainties include, among others, risks related
to our proposed merger with Pfizer, including satisfaction of the
conditions of the proposed merger on the proposed timeframe or at
all, contractual restrictions on the conduct of our business
included in the merger agreement, and the potential for loss of key
personnel, disruption in key business activities or any impact on
our relationships with third parties as a result of the
announcement of the proposed merger; the inherent uncertainty of
the timing and success of, and expense associated with, research,
development, regulatory approval and commercialization of our
products and pipeline products; government cost-containment
initiatives; restrictions on third-party payments for our products;
substantial competition in our industry, including from branded and
generic products; emerging data on our products and pipeline
products; the importance of strong performance from our principal
products and our anticipated new product introductions; the highly
regulated nature of our business; product liability, intellectual
property and other litigation risks and environmental liabilities;
the outcome of government investigations; uncertainty regarding our
intellectual property rights and those of others; difficulties
associated with, and regulatory compliance with respect to,
manufacturing of our products; risks associated with our strategic
relationships; global economic conditions; interest and currency
exchange rate fluctuations and volatility in the credit and
financial markets; changes in generally accepted accounting
principles; trade buying patterns; the impact of legislation and
regulatory compliance; risks and uncertainties associated with
global operations and sales; and other risks and uncertainties,
including those detailed from time to time in our periodic reports
filed with the Securities and Exchange Commission, including our
current reports on Form 8-K, quarterly reports on Form 10-Q and
annual report on Form 10-K, particularly the discussion under the
caption "Item 1A, Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2008, which was filed with the
Securities and Exchange Commission (SEC) on February 27, 2009. The
forward-looking statements in this press release are qualified by
these risk factors. We assume no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise. Additional Information and Where
to Find it This communication may be deemed to be solicitation
material in respect of the proposed merger transaction involving
Wyeth and Pfizer. In connection with the proposed merger, Pfizer
has filed with the SEC a Registration Statement on Form S-4
containing a preliminary proxy statement/prospectus for the
stockholders of Wyeth and each of Wyeth and Pfizer plan to file
other documents with the SEC regarding the proposed merger
transaction. The definitive proxy statement/prospectus will be
mailed to stockholders of Wyeth. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, WYETH'S STOCKHOLDERS AND INVESTORS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and stockholders
will be able to obtain, without charge, a copy of the definitive
proxy statement/prospectus, as well as other relevant documents
containing important information about Wyeth and Pfizer at the
SEC's website (http://www.sec.gov/) once such documents are filed
with the SEC. Wyeth's stockholders will also be able to obtain,
without charge, a copy of the definitive proxy statement/prospectus
and other relevant documents when they become available by
directing a request by mail or telephone to Wyeth, Five Giralda
Farms, Madison, NJ 07940, Attention: Investor Relations, (877)
552-4744. Wyeth and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from Wyeth's stockholders with respect to the proposed
merger. Information about Wyeth's directors and executive officers
and their ownership of Wyeth's common stock is set forth in Wyeth's
Annual Report on Form 10-K for the fiscal year ended December 31,
2008, which was filed with the SEC on February 27, 2009, and the
preliminary proxy statement/prospectus, which was filed with the
SEC on March 27, 2009. Stockholders may obtain additional
information regarding the interests of Wyeth and its directors and
executive officers in the proposed merger, which may be different
than those of Wyeth's stockholders generally, by reading the proxy
statement/prospectus and other relevant documents regarding the
proposed merger, when filed with the SEC. DATASOURCE: Wyeth
CONTACT: Media: Douglas Petkus, +1-973-660-5218, or Investors:
Justin Victoria, +1-973-660-5340, both of Wyeth Web Site:
http://www.wyeth.com/
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