NEW YORK–(BUSINESS WIRE)– Pfizer Inc. (NYSE:PFE) (the “Company”)
today announced the pricing of the previously announced tender offer
(the “Tender Offer”) to purchase for cash
any and all of its outstanding 6.200% Senior Notes due March 15, 2019
listed in the table below (the “Notes”).
Title of |
CUSIP |
Principal |
U.S. |
Bloomberg |
Reference |
Fixed |
Tender Offer |
|||||||
6.200% |
717081 DB6 | $3,250,000,000 |
1.000% |
FIT1 |
1.348% |
+25 bps | $1,104.23 |
(1) | Per $1,000 principal amount. | |
(2) |
Tender Offer Consideration (as defined below) calculated on the basis of pricing for the U.S. |
|
Treasury Reference Security as of 2:00 p.m., New York City time, on November 18, 2016. |
||
The Tender Offer is being made pursuant to the terms and conditions set
forth in the offer to purchase, dated November 14, 2016, and the related
letter of transmittal and notice of guaranteed delivery (as they may
each be amended or supplemented from time to time, the “Tender
Offer Documents”), to purchase for cash any and all of the Notes.
The Company refers investors to the Tender Offer Documents for the
complete terms and conditions of the Tender Offer.
The “Tender Offer Consideration” listed in
the table above for each $1,000 principal amount of Notes validly
tendered and accepted for purchase pursuant to the Tender Offer was
determined in the manner described in the Tender Offer Documents by
reference to a fixed spread for the Notes (the “Fixed
Spread”) specified in the table above plus the yield based on the
bid-side price of the U.S. Treasury Reference Security specified in the
table above at 2:00 p.m., New York City time, on November 18, 2016.
Holders also will receive accrued and unpaid interest on Notes validly
tendered and accepted for purchase from the last interest payment date
up to, but not including, the date the Company initially makes payment
for such Notes, which date is anticipated to be November 21, 2016 (the “Settlement
Date”).
Information Relating to the Tender Offer
Citigroup Global Markets Inc. is the dealer manager for the Tender
Offer. Investors with questions regarding the Tender Offer may contact
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212)
723-6106 (collect). Global Bondholder Services Corporation is the
depositary and information agent for the Tender Offer and can be
contacted at (866) 470-4300 (toll-free) or (212) 430-3774 (collect).
None of the Company or its affiliates, their respective boards of
directors, the dealer manager, the depositary and information agent or
the trustee with respect to the Notes is making any recommendation as to
whether holders should tender any Notes in response to the Tender Offer,
and neither the Company nor any such other person has authorized any
person to make any such recommendation. Holders must make their own
decision as to whether to tender any of their Notes, and, if so, the
principal amount of Notes to tender.
This press release is for informational purposes only and is not an
offer to buy, or the solicitation of an offer to sell, any of the Notes
and the Tender Offer does not constitute an offer to buy or the
solicitation of an offer to sell Notes in any jurisdiction or in any
circumstances in which such offer or solicitation are unlawful. The full
details of the Tender Offer, including complete instructions on how to
tender Notes, are included in the Tender Offer Documents. Holders are
strongly encouraged to read carefully the Tender Offer Documents,
including materials incorporated by reference therein, because they will
contain important information. The Tender Offer Documents may be
downloaded from Global Bondholder Services Corporation’s website at http://www.gbsc-usa.com/pfizer/
or obtained from Global Bondholder Services Corporation, free of charge,
by calling toll-free at (866) 470-4300 (bankers and brokers can call
collect at (212) 430-3774).
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, we have worked to make a difference for all who
rely on us.
Forward-Looking Statements
This press release contains forward-looking statements. Such
forward-looking statements involve substantial risks and uncertainties.
We have tried, wherever possible, to identify such statements by using
words such as “will,” “may,” “could,” “likely,” “ongoing,” “anticipate,”
“estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,”
“forecast,” “goal,” “objective,” “aim” and other words and terms of
similar meaning or by using future dates in connection with any
discussion of, among other things, expectations regarding the pricing,
expiration and settlement of the Tender Offer. A list and description of
risks, uncertainties and other matters can be found in our Annual Report
on Form 10-K for the year ended December 31, 2015 and in our Quarterly
Reports on Form 10-Q for the quarterly periods ended April 3, 2016, July
3, 2016 and October 2, 2016, in each case including in the sections
thereof captioned “Forward-Looking Information and Factors That May
Affect Future Results” and “Risk Factors,” and in our Current Reports on
Form 8-K. You should understand that it is not possible to predict or
identify all such factors. Consequently, you should not consider any
such list to be a complete set of all potential risks or uncertainties.
We cannot guarantee that any forward-looking statement will be
realized, although we believe we have been prudent in our plans and
assumptions. Achievement of anticipated results is subject to
substantial risks, uncertainties and inaccurate assumptions. Should
known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could vary
materially from past results and those anticipated, estimated or
projected. You should bear this in mind as you consider forward-looking
statements, and you are cautioned not to put undue reliance on
forward-looking statements. We undertake no obligation to publicly
update forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law or by
the rules and regulations of the Securities and Exchange Commission (the
“SEC”). You are advised, however, to consult any further disclosures we
make on related subjects in our Form 10-K, 10-Q and 8-K reports and our
other filings with the SEC.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161118005709/en/
Contacts
Pfizer Inc.
Media Relations:
Joan Campion, 212-733-2798
or
Investor
Relations:
Ryan Crowe, 212-733-8160
Source: Pfizer Inc.
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