Wyeth Announces Full Redemption of Floating Rate Convertible Senior Debentures Due 2024
August 17 2009 - 2:22PM
PR Newswire (US)
MADISON, N.J., Aug. 17 /PRNewswire-FirstCall/ -- Wyeth (NYSE:WYE)
(the "Company") announced today that it has called for the full
redemption of all of its outstanding Wyeth Floating Rate
Convertible Senior Debentures due 2024 (the "Convertible
Debentures") on September 15, 2009. As of August 14, 2009, there
was $22,664,000 in aggregate principal amount of Convertible
Debentures outstanding. Convertible Debentures will be redeemed by
the Company at a cash purchase price of $1,000 per $1,000 principal
amount at maturity of the Convertible Debentures, plus accrued and
unpaid interest from July 15, 2009, the regular interest payment
date, to, but excluding, the redemption date. At any time prior to
the close of business on the business day immediately preceding the
redemption date, holders may elect to convert all, or a portion of,
their Convertible Debentures. The current conversion rate of the
Convertible Debentures is 16.7356 shares of Wyeth common stock, par
value $0.33 1/3 per share (the "Common Stock"), payable at the
option of the Company in cash and/or Common Stock, per $1,000
aggregate principal amount at maturity of Convertible Debentures
outstanding. The Company intends to settle the entire amount of any
conversion of the Convertible Debentures in cash. Assuming that the
price per share of the Common Stock is $46.78, which was the
closing price of the Common Stock on the New York Stock Exchange on
August 12, 2009, the amount that holders of Convertible Debentures
would be entitled to receive upon conversion would be $782.89 per
$1,000 aggregate principal amount at maturity of Convertible
Debentures outstanding. Holders who convert Convertible Debentures
will generally not be entitled to any accrued and unpaid interest
and will only receive the amount due upon conversion. The Company
is implementing this redemption pursuant to a request from Pfizer
Inc. under the terms and conditions of the Agreement and Plan of
Merger (the "Merger Agreement") dated January 25, 2009, between the
Company and Pfizer. Holders who convert Convertible Debentures will
not receive any amounts pursuant to the Merger Agreement and will
only receive the amount due upon conversion discussed above. A
Company Notice of Redemption detailing the redemption and
conversion rights is being sent by The Bank of New York Mellon, the
Trustee under the indenture relating to the Convertible Debentures,
on behalf of the Company to The Depository Trust Company as sole
record owner of Convertible Debentures. Copies of the Company
Notice of Redemption and additional related information may be
obtained from the Trustee by calling (800) 275-2048. 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. 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 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. 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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