Pfizer will continue to manage its commercial operations
through two distinct businesses – the innovative products business
and the established products business – after the completion of the
proposed transaction
Pfizer continues to expect to make a decision about a
potential separation of the combined company’s innovative and
established businesses by no later than the end of 2018
Pfizer Inc. (NYSE: PFE) today announced the executive leadership
team for the combined Pfizer and Allergan plc (NYSE: AGN) business
following the close of the proposed transaction.
As previously announced, following the closing, Brent Saunders
will become President and Chief Operating Officer of the combined
company with responsibility for the oversight of Pfizer and
Allergan’s combined commercial businesses, manufacturing and
strategy functions.
Effective immediately and through the closing of the transaction
Pfizer’s Global Innovative Pharma (GIP) business and its Vaccines,
Oncology and Consumer (VOC) business will operate separately under
the leadership of Albert Bourla, currently Group President, VOC.
Upon the closing of the transaction, the Vaccines and Oncology
businesses will be combined with the GIP business, and Albert
Bourla will become Group President, Global Innovative Pharma,
leading all of these businesses.
In addition, following the close of the transaction, the
combined company will create a new operating segment named Global
Specialty and Consumer Brands that will include Pfizer’s Consumer
Healthcare unit and Allergan’s ophthalmology and aesthetics
businesses, and Botox Therapeutic and Cosmetic. Bill Meury,
currently Executive Vice President and President Branded Pharma at
Allergan, will become Group President, Global Specialty and
Consumer Brands, Pfizer.
After the close of the proposed transaction, Pfizer will
continue to manage the combined company’s commercial operations
through two distinct businesses: an Innovative Products business
and an Established Products business. The Innovative Products
business will be composed of two operating segments: the Global
Innovative Pharmaceutical and the Global Specialty and Consumer
Brands segment. The Established Products business will continue to
be led by John Young, and consist of the Global Established
Pharmaceutical segment, including all legacy Hospira commercial
operations.
Upon the close of the transaction, the following executives will
be members of the company’s executive leadership team, reporting to
Brent Saunders:
- Albert Bourla, Group President,
Global Innovative Pharma
- Tony Maddaluna, Executive Vice
President, President Pfizer Global Supply
- Bill Meury, Group President,
Global Specialty and Consumer Brands
- Laurie Olson, Executive Vice
President, Strategy, Portfolio and Commercial Operations
- John Young, Group President,
Global Established Pharma
The following Pfizer executives are continuing in their roles
reporting to Ian Read, Pfizer Chairman and Chief Executive
Officer:
- Frank D’Amelio – Executive Vice
President, Business Operations and Chief Financial Officer
- Mikael Dolsten – President,
Worldwide Research and Development
- Chuck Hill – Executive Vice
President, Worldwide Human Resources
- Rady Johnson – Executive Vice
President, Chief Compliance and Risk Officer
- Doug Lankler – Executive Vice
President, General Counsel
- Freda Lewis-Hall – Executive
Vice President, Chief Medical Officer
- Sally Susman – Executive Vice
President, Corporate Affairs
“We are creating an executive team that has deep industry
knowledge, a proven track record of success and an unwavering
commitment to the patients we serve. I look forward to working with
these outstanding leaders to achieve the full potential of this
combination and fulfill our mission of becoming the premier
biopharmaceutical company in our industry,” said Ian Read, Chairman
and Chief Executive Officer of Pfizer. “We are designing the
combined company to preserve and enhance our option to potentially
separate the innovative and established businesses into separate
companies in the future, and continue to expect to make a decision
about any potential separation by no later than the end of
2018.”
Pfizer also announced that Geno Germano, Group President, Global
Innovative Pharma Business, will be leaving the company.
“We thank Geno for his many contributions to Pfizer’s business
over the past seven years,” continued Read. “Under Geno’s
leadership we have laid the foundation for the growth potential of
our vaccines and oncology businesses, strengthened our in-line
portfolio with products like Enbrel, Xeljanz and Eliquis and
improved our innovative late-stage pipeline with programs like
bococizumab and tanezumab.”
Pfizer and Allergan will continue to operate as two separate
companies until the close of the transaction, which is expected in
the second half of 2016, and is subject to certain conditions,
including: receipt of regulatory approval in certain jurisdictions,
including the United States and European Union; the receipt of
necessary approvals from both Pfizer and Allergan shareholders; and
the completion of Allergan’s pending divestiture of its generics
business to Teva Pharmaceuticals Industries Ltd.
About Pfizer
At Pfizer, we apply science and our global resources to bring
therapies to people that extend and significantly improve their
lives. We strive to set the standard for quality, safety and value
in the discovery, development and manufacture of health care
products. Our global portfolio includes medicines and vaccines as
well as many of the world's best-known consumer health care
products. Every day, Pfizer colleagues work across developed and
emerging markets to advance wellness, prevention, treatments and
cures that challenge the most feared diseases of our time.
Consistent with our responsibility as one of the world's premier
innovative biopharmaceutical companies, we collaborate with health
care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world.
For more than 150 years, Pfizer has worked to make a difference for
all who rely on us. To learn more, please visit us at
www.pfizer.com/.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
This communication is not intended to be and is not a prospectus
for the purposes of Part 23 of the Companies Act 2014 of Ireland
(the “2014 Act”), Prospectus (Directive 2003/71/EC) Regulations
2005 (S.I. No. 324 of 2005) of Ireland (as amended from time to
time) or the Prospectus Rules issued by the Central Bank of Ireland
pursuant to section 1363 of the 2014 Act, and the Central Bank of
Ireland (“CBI”) has not approved this communication.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
In connection with the proposed transaction between Pfizer Inc.
(“Pfizer”) and Allergan plc (“Allergan”), Allergan will file with
the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 that will include a Joint Proxy
Statement of Pfizer and Allergan that also constitutes a Prospectus
of Allergan (the “Joint Proxy Statement/Prospectus”). Pfizer and
Allergan plan to mail to their respective shareholders the
definitive Joint Proxy Statement/Prospectus in connection with the
transaction. INVESTORS AND SECURITY HOLDERS OF PFIZER AND ALLERGAN
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT PFIZER, ALLERGAN, THE TRANSACTION AND RELATED
MATTERS. Investors and security holders will be able to obtain free
copies of the Joint Proxy Statement/Prospectus (when available) and
other documents filed with the SEC by Pfizer and Allergan through
the website maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies
of the documents filed with the SEC by Pfizer by contacting Pfizer
Investor Relations at Bryan.Dunn@pfizer.com or by calling (212)
733-8917, and will be able to obtain free copies of the documents
filed with the SEC by Allergan by contacting Allergan Investor
Relations at investor.relations@actavis.com or by calling (862)
261-7488.
PARTICIPANTS IN THE SOLICITATION
Pfizer, Allergan and certain of their respective directors,
executive officers and employees may be considered participants in
the solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
respective shareholders of Pfizer and Allergan in connection with
the proposed transaction, including a description of their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the Joint Proxy Statement/Prospectus when it is filed
with the SEC. Information regarding Pfizer’s directors and
executive officers is contained in Pfizer’s proxy statement for its
2015 annual meeting of stockholders, which was filed with the SEC
on March 12, 2015, and certain of Pfizer’s Current Reports on Form
8-K. Information regarding Allergan’s directors and executive
officers is contained in Allergan’s proxy statement for its 2015
annual meeting of shareholders, which was filed with the SEC on
April 24, 2015, and certain of Allergan’s Current Reports on Form
8-K.
Pfizer Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking statements
with respect to the proposed transaction between Pfizer and
Allergan. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use future dates or words such as
“anticipate”, “target”, “possible”, “potential”, “predict”,
“project”, “forecast”, “outlook”, “guidance”, “expect”, “estimate”,
“intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”,
“will”, “may”, “might”, “would”, “could” or “should” or other
words, phrases or expressions of similar meaning or the negative
thereof. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed
transaction, including anticipated future financial and operating
results, synergies, accretion and growth rates, Pfizer’s,
Allergan’s and the combined company’s plans, objectives,
expectations and intentions, plans relating to share repurchases
and dividends, the expected timing of completion of the transaction
and the expected timing of a decision regarding a potential
separation of the company’s innovative and established businesses.
There are several factors which could cause actual plans and
results to differ materially from those expressed or implied in
forward-looking statements. Such factors include, but are not
limited to, the failure to obtain necessary regulatory approvals
(and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the transaction) and shareholder approvals or
to satisfy any of the other conditions to the transaction on a
timely basis or at all, the occurrence of events that may give rise
to a right of one or both of the parties to terminate the merger
agreement, adverse effects on the market price of Pfizer’s common
stock and on Pfizer’s operating results because of a failure to
complete the transaction in the anticipated time frame or at all,
failure to realize the expected benefits and synergies of the
transaction, restructuring in connection with the transaction and
subsequent integration of Pfizer and Allergan, negative effects of
the announcement or the consummation of the transaction on the
market price of Pfizer’s common stock and on Pfizer’s operating
results, risks relating to the value of the Allergan shares to be
issued in the transaction, significant transaction costs and/or
unknown liabilities, the risk of litigation and/or regulatory
actions, the loss of key senior management or scientific staff,
general economic and business conditions that affect the companies
following the transaction, changes in global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax and other laws,
regulations, rates and policies, future business combinations or
disposals, competitive developments and the uncertainties inherent
in research and development. By their nature, forward-looking
statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that will
occur in the future. The factors described in the context of such
forward-looking statements in this communication could cause
Pfizer’s plans with respect to Allergan, actual results,
performance or achievements, industry results and developments to
differ materially from those expressed in or implied by such
forward-looking statements. Persons reading this communication are
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this communication.
Pfizer assumes no obligation to update or revise the information
contained in this communication (whether as a result of new
information, future events or otherwise), except as required by
applicable law. A further description of risks and uncertainties
can be found in Pfizer’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2014 and in its subsequent reports on Form
10-Q, including in the sections thereof captioned “Risk Factors”
and “Forward-Looking Information and Factors That May Affect Future
Results”, as well as in its subsequent reports on Form 8-K, all of
which are filed with the SEC and available at www.sec.gov and
www.pfizer.com.
Applicability of the Irish Takeover Rules
As the transaction constitutes a "reverse takeover transaction"
for the purposes of the Irish Takeover Panel Act, 1997, Takeover
Rules, 2013, (the "Irish Takeover Rules"), Allergan is no longer in
an offer period and therefore Rule 8 of the Irish Takeover Rules
does not apply to the transaction from the date of the announcement
of the transaction and therefore there is no longer a requirement
to make dealing disclosures pursuant to Rule 8.
Statement Required by the Irish Takeover Rules
The directors of Pfizer accept responsibility for the
information contained in this communication. To the best of the
knowledge and belief of the directors of Pfizer (who have taken all
reasonable care to ensure that such is the case), the information
contained in this communication for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, and its affiliate, Goldman, Sachs & Co, are
acting as joint financial adviser to Pfizer and no one else in
connection with the proposed transaction. In connection with the
proposed transaction, Goldman Sachs International and Goldman,
Sachs & Co, their affiliates and their respective partners,
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to anyone
other than Pfizer for providing the protections afforded to their
clients or for giving advice in connection with the proposed
transaction or any other matter referred to in this
announcement.
Guggenheim Securities, LLC is a broker dealer registered with
the United States Securities and Exchange Commission and is acting
as financial advisor to Pfizer and no one else in connection with
the proposed transaction. In connection with the proposed
transaction, Guggenheim Securities, LLC, its affiliates and related
entities and its and their respective partners, directors,
officers, employees and agents will not regard any other person as
their client, nor will they be responsible to anyone other than
Pfizer for providing the protections afforded to their clients or
for giving advice in connection with the proposed transaction or
any other matter referred to in this announcement.
Unless otherwise defined, capitalised terms used in this
Statement Required by the Irish Takeover Rules shall have the
meaning given to them in the transaction-related press release
issued by Pfizer and Allergan on November 23, 2015.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
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version on businesswire.com: http://www.businesswire.com/news/home/20160208005664/en/
Pfizer Inc.Media:Joan Campion , 212-733-2798orInvestors:Charles
Triano, 212-733-3901
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