Pfizer Inc. Recommends Rejection of Unsolicited Note Tender Offer by Huguenot Bond Liquidity, LLC
May 22 2020 - 4:30PM
Business Wire
Pfizer Inc. (NYSE: PFE) today announced that it and Wyeth
recommend rejection of the unsolicited tender offer made by
Huguenot Bond Liquidity, LLC (“Offeror”) on May 11, 2020 (as
amended and restated on May 21, 2020) to purchase up to $162.5
million principal amount of Pfizer’s outstanding 7.200% notes due
2039 (the “Pfizer Notes”) and up to $130.0 million principal amount
of Wyeth’s 5.950% notes due 2037 (the “Wyeth Notes” and together
with the Pfizer Notes, the “Notes”). Wyeth is a wholly-owned
subsidiary of Pfizer. Pfizer and Wyeth do not endorse Offeror’s
unsolicited tender offer, and neither Pfizer nor Wyeth is
affiliated or associated with the Offeror, the tender offer or the
offer documentation. The Offeror did not inform Pfizer of the
tender offer, and Pfizer only became aware of the offer through a
third party source. Further, there is no disclosure of information
regarding the Offeror or any indication as to a source of financing
for the offer in the offer documentation.
Pfizer arrived at this position after considering all of the
facts and circumstances surrounding the Offeror’s unsolicited
tender offer. In particular, Pfizer believes that the tender offer
is not in the best interest of the holders of the Notes for the
following reasons, among others:
- the applicable tender consideration offered by the Offeror, as
calculated using a reference date of May 21, 2020, is approximately
7% lower than the last trade price of $166 per $100 principal
amount of notes for the Pfizer Notes and approximately 8% lower
than the last trade price of $145 per $100 principal amount of
notes for the Wyeth Notes, in each case on May 21, 2020, the last
business day prior to the issuance of this press release;
- the tender consideration is variable and is based on a
benchmark security that may trade based on factors independent of
those that may affect the trading prices of the Notes; and
- the consummation of the offer is subject to a number of
conditions and Offeror has retained a right to terminate the tender
offer if any of these conditions are not satisfied or, in its
absolute discretion, at any time and for any reason, reducing the
likelihood that the offer will be consummated.
The announcements contained in this press release were made
pursuant to Pfizer and Wyeth’s obligations under Rule 14e-2 under
the Securities Exchange Act of 1934. Pfizer and Wyeth are not
taking a position on whether the unsolicited tender offer is being
made in accordance with United States federal securities laws,
including the applicable rules and regulations issued by the
Securities and Exchange Commission.
Pfizer urges investors to obtain current market quotations for
their Notes, to consult with their broker or financial advisor and
to exercise caution with respect to the Offeror’s offer. Pfizer
recommends that noteholders who have not responded to the Offeror’s
offer take no action. Holders of Notes who have already tendered
their Notes may withdraw them at any time prior to May 26, 2020, in
accordance with the Offeror’s offering documents. The tender offer
is currently scheduled to expire at 5:00 pm New York City time on
Tuesday, June 9, 2020.
Pfizer requests that a copy of this news release be included
with all distributions of materials relating to the Offeror’s offer
related to the Notes.
About Pfizer: Breakthroughs That Change Patients’
Lives
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, including innovative medicines and vaccines. 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, we have worked to make a difference for all
who rely on us. We routinely post information that may be important
to investors on our website at www.Pfizer.com. In addition, to
learn more, please visit us on www.Pfizer.com and follow us on
Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us
on Facebook at Facebook.com/Pfizer.
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