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
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 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.
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