NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Haleon plc: Pricing and
upsize of Secondary Global Offering by Pfizer in Haleon and Share
Buyback
19
March 2024: Haleon plc ("Haleon")
announces the pricing and upsize of the previously announced public
offering in the United States (the "U.S. Offer") and concurrent
offering outside the United States to qualifying investors for
purposes of, and in accordance with, applicable local laws and
regulations in the jurisdictions in which such offer is being made
(the "International Offer" and, together with the U.S. Offer, the
"Global Offer") by Pfizer Inc. ("Pfizer") of 790,554,820 Haleon
ordinary shares ("Ordinary Shares"), of which 594,000,000 are
Ordinary Shares and 196,554,820 are Ordinary Shares in the form of
American Depositary Shares, each representing two Ordinary Shares
("ADSs", and together with the Ordinary Shares, the "Securities"),
at a price to the public of £3.08 per Ordinary Share and $7.85 per
ADS.
The size of the Global Offer
increased from the previously announced approximately 630 million
Ordinary Shares (which may be represented by ADSs) to an aggregate
of 790,554,820 Ordinary Shares (which may be represented by
ADSs).
Pfizer will receive all of the net
proceeds from the Global Offer. No Securities are being sold or
issued by Haleon and Haleon will not receive any of the net
proceeds from the Global Offer.
Haleon has agreed to repurchase
102,272,727 Ordinary Shares from Pfizer off-market, subject to the
completion of the Global Offer, for aggregate consideration of
approximately £315 million (approximately $400 million) (the "Share
Buyback"). The Share Buyback has been agreed pursuant to the terms
of the Share Purchase Deed between Haleon and Pfizer that was
approved by Haleon's shareholders at its Annual General Meeting on
20 April 2023 (the "Share Purchase Deed"). The purchase price for
the Share Buyback payable by Haleon to Pfizer is £3.08 per Ordinary
Share, equal to the offering price per Ordinary Share in the Global
Offer. The closing of the Share Buyback is conditional upon, and
expected to occur at the same time as, or immediately following and
on the same day as, the closing of the Global Offer, which is
expected to close on 21 March 2024, subject to customary
closing conditions.
Haleon intends to cancel the
purchased Ordinary Shares. Following the Share Buyback and such
cancellation, the total number of Ordinary Shares issued by Haleon
with rights to vote is expected to be 9,132,301,104, as compared to
9,234,573,831 Ordinary Shares with rights to vote today. No shares
are held in treasury.
As a result of the Global Offer, the
Share Buyback and cancellation, Pfizer's interest in Haleon will
reduce from 32% to approximately 22.6% of Haleon's issued Ordinary
Shares with rights to vote.
Pfizer is a related party of Haleon
for the purposes of the Listing Rules of the Financial Conduct
Authority (the "Listing Rules"). Under Chapter 11 of the Listing
Rules, the Share Buyback constitutes a "smaller" related party
transaction. As a result, a sponsor's written confirmation has been
obtained by Haleon from Greenhill & Co International LLP,
pursuant to LR11.1.10R(2)(b) in its capacity as Haleon's sponsor,
stating that the terms of the Share Buyback are fair and reasonable
as far as Haleon's shareholders are concerned.
The Share Buyback constitutes
approximately £315 million of the £500 million in aggregate that
Haleon expects to allocate to share buybacks in 2024, as disclosed
in its 2023 annual report filed on Form 20-F.
In connection with the Global Offer,
Pfizer's Securities are expected to be subject to a 90-day lock-up
in favor of Citigroup and Morgan Stanley, subject to customary
exceptions and to waiver. Pfizer has received the necessary waivers
from existing lock-up arrangements in order to participate in the
Global Offer.
Citigroup and Morgan Stanley are
serving as Joint Global Coordinators and Joint Bookrunners of the
Global Offer. Barclays, J.P. Morgan and UBS Investment Bank are
serving as Joint Bookrunners of the Global Offer (together with the
Joint Global Coordinators, the "Banks").
Haleon has filed a registration
statement (including a prospectus) and a preliminary prospectus
supplement with the U.S. Securities and Exchange
Commission ("SEC") for the Securities to which this
communication relates. Before you invest, you should carefully read
the preliminary prospectus supplement, the accompanying prospectus
in the registration statement and the documents incorporated by
reference in that registration statement as well as the prospectus
supplement related to the Global Offer for more complete
information about Haleon and the Global Offer. Haleon intends to
file a final prospectus supplement with respect to the Global
Offer. You may obtain these documents for free by visiting the SEC
website at www.sec.gov. Copies of the preliminary prospectus supplement and
accompanying prospectus related to the Global Offer may also be
obtained from Citigroup, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, by telephone at
1-800-831-9146, Morgan Stanley at: Morgan Stanley & Co. LLC,
180 Varick Street, 2nd Floor, New York, NY 10014 Attn: Prospectus
Department, Barclays at: Barclays Capital Inc., c/o Broadridge
Financial Solutions 1155 Long Island Avenue Edgewood, NY
11717, Barclaysprospectus@broadridge.com
((888) 603-5847), J.P. Morgan at: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204,
or by emailing at prospectus-eq_fi@jpmchase.com
and UBS Investment Bank at: UBS Securities LLC,
Prospectus Department, 1285 Avenue of the Americas, New York, NY
10019, by telephone at (888) 827-7275 or by emailing
ol-prospectus-request@ubs.com.
This announcement shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of Securities in any state or other
jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction. The distribution or communication of this
announcement or the prospectus supplement related to the Global
Offer in certain jurisdictions may be restricted by law. Any offer
may be withdrawn or revoked, without obligation or commitment of
any kind, at any time prior to notice of its acceptance given after
the effective date.
About Haleon
Haleon (LSE / NYSE: HLN) is a global
leader in consumer health, with a purpose to deliver better
everyday health with humanity. Haleon's product portfolio spans
five major categories - Oral Health, Pain Relief, Respiratory
Health, Digestive Health and Other, and Vitamins, Minerals and
Supplements (VMS). Its long-standing brands - such as Advil,
Sensodyne, Panadol, Voltaren, Theraflu, Otrivin, Polident,
parodontax and Centrum - are built on trusted science, innovation
and deep human understanding.
For more information, please
visit www.haleon.com.
Cautionary note regarding forward-looking
statements
Certain statements contained in this
announcement are, or may be deemed to be, "forward-looking
statements" (including for purposes of the safe harbor provisions
for forward-looking statements contained in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Forward-looking statements give Haleon's
current expectations, projections, intentions or beliefs about
future events, including strategic initiatives and future financial
condition and performance, and so actual results may differ
materiality from what is expressed or implied by the statements.
These statements sometimes use words such as "expects",
"anticipates", "believes", "targets", "plans", "intends", "aims",
"projects", "estimates", "indicates", "may", "might", "will",
"should", "potential", "could" and other words of similar meaning
(or the negative thereof). These forward-looking statements include
all matters that are not historical or current facts. In
particular, these include, but are not limited to, statements
relating to the consummation of the proposed Global Offer by
Pfizer, the Share Buyback, and the risks identified, or
incorporated by reference, any prospectus supplement or
accompanying prospectus.
Any forward-looking statements made
by or on behalf of Haleon speak only as of the date they are made
and are based upon the knowledge and information available to
Haleon on the date of this announcement. These statements and views
may be based on a number of assumptions and, by their nature,
involve known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may
or may not occur in the future and/or are beyond Haleon's control
or precise estimate. Subject to our obligations under English and
U.S. law in relation to disclosure and ongoing information, we
undertake no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
# # #
In the United Kingdom, this
announcement and its contents are directed only at (A) "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (as amended) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018; and (B) (i)
persons who have professional experience in matters relating to
investments falling within Article 19 of the UK Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), or (ii) high net worth entities and other persons to whom
it can otherwise lawfully be communicated falling within Article
49(2)(a) to (d) of the Order, all such persons in (A) and (B)
together being referred to as "relevant persons". This announcement
must not be acted on or relied on in the United Kingdom by persons
who are not relevant persons. Any investment activity to which this
announcement relates is available in the United Kingdom only to
relevant persons and will be engaged in only with relevant
persons.
In the European Economic Area (the
"EEA"), this announcement is addressed only to and directed only
at, persons in member states who are "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as
amended) ("Qualified Investors"). This announcement must not be
acted on or relied on in the EEA by persons who are not Qualified
Investors. Any investment activity to which this announcement
relates is available in the EEA only to Qualified Investors and
will be engaged in only with Qualified Investors.
The Banks are acting exclusively for
Pfizer and no one else in connection with the Global Offer. None of
the Banks will regard any other person (whether or not a recipient
of this announcement) as a client in relation to the Global Offer
and will not be responsible to anyone other than Pfizer for
providing the protections afforded to their respective clients nor
for giving advice in relation to the Global Offer or any
transaction or arrangement referred to in this announcement. No
information in this announcement should be construed as providing
financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax
and other advisers in evaluating any potential investment
opportunity.
In connection with the Global Offer,
each of the Banks and any of their respective affiliates, acting as
investors for their own accounts, may purchase Securities and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Securities and other
securities of Haleon or related investments in connection with the
Global Offer or otherwise. Accordingly, references in the final
prospectus supplement to the Securities being offered, subscribed,
issued, acquired, sold, placed or otherwise dealt in should be read
as including any offer, subscription, issue, sale, acquisition,
placing or dealing in the Securities by any of the Banks and any of
their affiliates acting as investors for their own accounts. In
addition, certain of the Banks or their affiliates may enter into
financing arrangements and swaps in connection with which they or
their affiliates may from time to time acquire, hold or dispose of
Securities. None of the Banks nor any of their respective
affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.