Tender offer for all of the outstanding shares
of Anacor common stock expired as scheduled immediately after 11:59
p.m., New York City time, on June 23, 2016
Pfizer and Anacor begin joint operations on
June 24, 2016
Pfizer Inc. (NYSE:PFE) today announced that it has completed its
acquisition of Anacor Pharmaceuticals, Inc. Under the terms of the
transaction, each outstanding share of Anacor common stock has been
converted into the right to receive $99.25 net in cash (without
interest but subject to required withholding of taxes).
“Now that Anacor is part of Pfizer, we can accelerate our shared
commitment to help patients with inflammatory disease, an area of
high unmet medical need,” said Albert Bourla, Group President,
Pfizer Innovative Health. “We believe that Pfizer is in a position
to quickly capitalize on the benefits offered by the combination
with Anacor, including the potential for a near-term U.S. product
launch and subsequent commercialization of crisaborole, a
differentiated asset with compelling clinical data. If approved,
crisaborole has the potential to be an important first-line
treatment option for patients with mild-to-moderate atopic
dermatitis and the physicians who treat them.”
The transaction is not expected to impact Pfizer’s current 2016
adjusted financial guidance. Pfizer continues to expect the
transaction to be slightly dilutive to Adjusted Diluted Earnings
Per Share (EPS)(1) in 2017 with accretion to Adjusted Diluted
EPS(1) beginning in 2018 and increasing thereafter.
The Offer
The tender offer for all of the outstanding shares of Anacor
common stock expired as scheduled immediately after 11:59 p.m., New
York City time, on June 23, 2016. Computershare Trust Company,
N.A., the depositary and paying agent for the tender offer, has
advised Pfizer that 39,306,909 shares of Anacor common stock were
validly tendered into and not validly withdrawn from the tender
offer, including 4,300,427 shares tendered by notice of guaranteed
delivery for which certificates were not yet delivered,
representing approximately 86.1% of the outstanding shares. All of
the conditions to the offer have been satisfied and on June 24,
2016, Pfizer and its subsidiary Quattro Merger Sub Inc. accepted
for payment and will promptly pay for all shares validly tendered
and not validly withdrawn.
Following its acceptance of the tendered shares, Pfizer
completed its acquisition of Anacor through the merger of Quattro
Merger Sub Inc. with and into Anacor without a vote of Anacor’s
stockholders pursuant to Section 251(h) of the Delaware General
Corporation Law. As a result of the merger, Anacor became a
wholly-owned subsidiary of Pfizer. In connection with the merger,
all Anacor shares not validly tendered into the tender offer (other
than treasury shares held by Anacor and any shares owned by Pfizer,
Quattro Merger Sub Inc. or any person who was entitled to and has
properly demanded statutory appraisal of his or her shares) have
been cancelled and converted into the right to receive the same
$99.25 per share net in cash (without interest but subject to
required withholding of taxes) as will be paid for all shares that
were validly tendered and not validly withdrawn in the tender
offer. Anacor common stock will cease to be traded on the NASDAQ
Global Market.
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. For more information, please visit us at
www.pfizer.com. In addition, to learn more, follow us on Twitter at
@Pfizer and @Pfizer_News, LinkedIn, YouTube and like us on Facebook
at Facebook.com/Pfizer.
(1) Pfizer calculates these projections regarding the
expected accretive impact of the potential acquisition based on
internal forecasts of its Adjusted Diluted Earnings Per Share
(Adjusted Diluted EPS), which forecasts are non-Generally Accepted
Accounting Principles (GAAP) financial measures which exclude
certain amounts that would be included in GAAP calculations. The
determinations of the amounts that are not included in the
accretion calculations based on Adjusted Diluted EPS are a matter
of management judgment and depend upon, among other factors, the
nature of the underlying expense or income amounts. Pfizer does not
regularly forecast and in some cases cannot reasonably predict with
sufficient reliability all of the necessary components of the
comparable GAAP measure. As a result, Pfizer has not included
within the Adjusted Diluted EPS forecasts underlying the accretion
calculations the impact of purchase accounting adjustments,
acquisition-related costs and certain significant items. For more
information on the Adjusted Diluted EPS measure see Pfizer’s 2015
Financial Report, which was filed as exhibit 13 to Pfizer’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2015.
DISCLOSURE NOTICE: This release contains forward-looking
information related to Pfizer, Anacor and the acquisition of Anacor
by Pfizer that involves substantial risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied by such statements. Forward-looking statements
in this release include, among other things, statements about the
potential benefits of the acquisition, anticipated accretion and
growth rates, Pfizer’s and Anacor’s plans, objectives, expectations
and intentions, the financial condition, results of operations and
business of Pfizer and Anacor, and crisaborole. Risks and
uncertainties include, among other things, risks related to the
ability to realize the anticipated benefits of the acquisition,
including the possibility that the expected benefits from the
acquisition will not be realized or will not be realized within the
expected time period; the risk that the businesses will not be
integrated successfully; disruption from the transaction making it
more difficult to maintain business and operational relationships;
negative effects on the market price of Pfizer’s common stock and
on Pfizer’s operating results from the consummation of the
acquisition; significant transaction costs; unknown liabilities;
the risk of litigation and/or regulatory actions related to the
acquisition; other business effects, including the effects of
industry, market, economic, political or regulatory conditions;
future exchange and interest rates; changes in tax and other laws,
regulations, rates and policies; future business combinations or
disposals; the uncertainties inherent in research and development;
whether and when the U.S. Food and Drug Administration (FDA) may
approve the new drug application for crisaborole, which will depend
on its assessment of the benefit-risk profile suggested by the
totality of the efficacy and safety information submitted;
decisions by the FDA regarding labeling and other matters that
could affect the availability or commercial potential of
crisaborole; and competitive developments.
A further description of risks and uncertainties relating to
Pfizer and Anacor can be found in their respective Annual Reports
on Form 10-K for the fiscal year ended December 31, 2015 and in
their subsequent Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, all of which are filed with the U.S. Securities and
Exchange Commission and available at www.sec.gov.
The information contained in this release is as of June 24,
2016. Neither Pfizer nor Anacor assumes any obligation to update
forward-looking statements contained in this release as the result
of new information or future events or developments.
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version on businesswire.com: http://www.businesswire.com/news/home/20160624005299/en/
Pfizer Inc.Media:Joan Campion, 212-733-2798orInvestors:Ryan
Crowe, 212-733-8160
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