Not
for publication, release, transmission, forwarding or distribution,
directly or indirectly, in whole or in part, in or into the United
States, Australia, Canada, Japan or South Africa or in any other
jurisdiction in which offers or sales would be prohibited by
applicable law.
This
announcement is for information purposes only and is not a
prospectus or an offer of securities for sale in any
jurisdiction.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Any offer to acquire
securities pursuant to the Offering (as defined below) will be
made, and any investor should make its investment decision solely
on the basis of, publicly available information. There will be no
sale of the securities referred to herein in any jurisdiction where
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction.
Please see the important notice at the end of this
announcement.
PRICING OF SECONDARY OFFERING
OF ORDINARY SHARES IN HALEON PLC BY PFIZER INC.
1
October 2024: Pfizer Inc.
("Pfizer") refers to the
announcement published on Pfizer's behalf on 30 September 2024 (the
"Launch Announcement").
Capitalised terms used but not defined herein shall have the
respective meanings given to them in the Launch
Announcement.
Further to the Launch Announcement,
Pfizer has sold 640 million ordinary shares ("Ordinary Shares") in Haleon plc
("Haleon"), at a price of
380 pence (approximately $5.09) per Ordinary Share, raising gross
sale proceeds of approximately £2.43 billion (approximately $3.26
billion) (the "Offering",
and such Ordinary Shares in the Offering, the "Sale Shares"). Settlement of the
Offering is expected to occur on 3 October 2024, subject to
customary closing conditions.
Pfizer will receive all of the net
proceeds from the Offering, subject to customary closing
conditions. No Ordinary Shares are being sold or issued by Haleon
in the Offering, and Haleon will not receive any of the net
proceeds from the Offering.
As further described in the Launch
Announcement, and in addition to the Offering described above,
Haleon has agreed to carry out an off-market purchase of
approximately 60.5 million Ordinary Shares from Pfizer for
aggregate consideration of approximately £230 million
(approximately $308 million) (the "Share Buyback"). The purchase price per Ordinary Share to be paid by Haleon in
the Share Buyback is 380 pence (approximately $5.09) per Ordinary
Share, equal to the offering price per Sale Share in the Offering.
The completion of the Share Buyback is conditional upon the
completion of the Offering and is expected to occur at the same
time as or as soon as reasonably practicable following the
settlement of the Offering. Settlement of the Share Buyback is
expected to occur on 3 October 2024, and it is expected that Haleon will cancel
and/or hold in treasury the approximately 60.5 million Ordinary
Shares purchased pursuant to the Share Buyback.
Pfizer will receive gross proceeds
of approximately £2.66 billion (approximately $3.57 billion) in
aggregate from the Offering and the Share Buyback.
As a result of the Offering and the
Share Buyback, Pfizer will have sold a total of approximately 701
million Ordinary Shares in Haleon. Pfizer's total interest in
Haleon will therefore reduce from approximately 22.6% (as of the
date of the Launch Announcement) to approximately 15.0% of Haleon's
issued share capital (excluding any shares held in
treasury).
BofA Securities and Goldman Sachs International are
acting as joint global coordinators and joint bookrunners (the
"Joint Global
Coordinators"), Deutsche Numis, HSBC and RBC Capital Markets
are acting as joint bookrunners (the "Joint Bookrunners") and Barclays, BNP
PARIBAS, Mizuho, PNC Capital Markets LLC and Siebert Williams Shank
are acting as co-managers (the "Co-Managers", and together with the
Joint Global Coordinators and the Joint Bookrunners, the
"Managers") for the
Offering.
Pfizer has undertaken to the Managers not to
transfer or dispose of any of its remaining equity securities in
Haleon for 60 days from the date of settlement of the Offering,
subject to certain exceptions and waiver by the Joint Global
Coordinators.
Enquiries:
Joint Global
Coordinators and Joint Bookrunners:
BofA
Securities
+44 (0)20 79953700
James Palmer
Andrew Briscoe
Lucrezia Lazzari
Goldman Sachs
International
+44 (0)20 7774 1000
Richard Cormack
Laura Vincent
Tom Hartley
Joint
Bookrunners:
Deutsche
Numis
+44 (0) 20 7545 8000
Saadi Soudavar
Stephane Gruffat
Mark Hankinson
Jamie Loughborough
HSBC
+44 (0)20 7991 8888
Richard Fagan
Robert Baker
RBC Capital
Markets
+44 (0) 20 7653 4000
Angus Millar
Rupert Walford
Max Avison
IMPORTANT NOTICE
The contents of this announcement
have been prepared by and are the sole responsibility of
Pfizer.
This announcement is for information
purposes only and is not intended to and does not constitute or
form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue,
purchase, otherwise acquire or subscribe for, any
security.
The distribution of this announcement
and the offer and sale of the Sale Shares in certain jurisdictions
may be restricted by law and persons into whose
possession this document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The Sale Shares are not being offered
to the public in any jurisdiction and may not be offered to the
public in any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document
relating to the Sale Shares in such jurisdiction. This announcement
is not an offer of securities for sale in any jurisdiction,
including the United States, Canada, South
Africa, Australia or Japan.
No action has been taken by Pfizer,
Merrill Lynch International ("BofA
Securities"), Goldman Sachs
International, Deutsche Bank AG, acting through its London branch
(which is trading for these purposes as Deutsche Numis)
("Deutsche Numis"), HSBC
Bank plc ("HSBC"), RBC
Europe Limited ("RBC Capital
Markets"), Barclays Bank PLC ("Barclays"), BNP PARIBAS, Mizuho
International plc ("Mizuho"), PNC Capital Markets LLC, Siebert
Williams Shank & Co., LLC
("Siebert
Williams Shank") (collectively, the "Banks") or any
of their respective affiliates to permit an offering of the Sale
Shares or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such
restrictions.
Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in
connection with, any offer or purchase whatsoever in any
jurisdiction and shall not constitute or form part
of an offer to sell or the solicitation of an offer to buy any
securities in the United States or in any other jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may
not be offered or sold in the United States absent registration
with the U.S. Securities and Exchange Commission or an exemption
from registration under the Securities Act. The securities referred
to herein may not be deposited in an unrestricted depositary
receipt facility for 40 days following the commencement of the
Offering or for so long as the securities are "restricted
securities" within the meaning of Rule 144 under the Securities
Act. Pfizer does not intend to register any part of the Offering in
the United States or to conduct a public offering in the United
States of the securities to which this announcement
relates.
In member states of the European
Economic Area (the "EEA"),
this announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"). In
the United Kingdom this announcement and any offer if made
subsequently is directed exclusively at persons who are "qualified
investors" within the meaning of the UK Prospectus Regulation
(Regulation (EU) 2017/1129) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, and: (i) who
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) who fall
within Article 49(2)(A) to (D) of the Order, or (iii) to whom it
may otherwise lawfully be communicated (all such persons together
with Qualified Investors in the EEA being referred to herein as
"Relevant Persons"). This
document is directed only at Relevant Persons and must not be acted
on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
In addition, this announcement is
not being distributed, nor has it been approved for the purposes of
Section 21 of the Financial Services and Markets Act 2000
("FSMA"), by a person
authorised under FSMA.
In connection with the sale of the Sale Shares,
any of the Banks and any of their respective
affiliates may take up a portion of the Sale Shares in the Sale as
a principal position at any stage at their sole discretion,
inter alia, to take
account of the objectives of Pfizer, MiFID II requirements and in
accordance with allocation policies, and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such
Sale Shares and other securities of Haleon or related investments
in connection with the Sale or otherwise. Accordingly, references
in this announcement to the Sale Shares being sold, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by, any of the Banks
and any of their respective affiliates acting in
such capacity. In addition, any of the Banks and any
of their respective affiliates may enter into financing
arrangements (including swaps or contracts for differences) with
investors in connection with which the Banks and any
of their respective affiliates may from time to time acquire, hold
or dispose of Ordinary Shares. The Banks do not intend
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Any communications that a
transaction is or that the book is "covered" (i.e. indicated demand
from investors in the book equals or exceeds the amount of the
securities being offered) are not any indications or assurances
that the book will remain covered or that the transaction and
securities will be fully distributed by the Banks.
None of the Banks or any of their
respective affiliates or their or their affiliates' directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to Pfizer, Haleon, their respective
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
Each of BofA Securities, Goldman Sachs
International, HSBC and RBC Capital Markets is authorised in the
United Kingdom by the Prudential Regulation Authority (the
"PRA") and regulated in the
United Kingdom by the PRA and the Financial Conduct Authority
("FCA"). 'Deutsche Numis'
is a trading name used by certain investment banking businesses of
Deutsche Bank AG, Numis Securities Limited and Numis Europe Limited
in the United Kingdom and Ireland. Deutsche Bank AG is subject to
supervision by the European Central Bank (ECB) and the German
Federal Financial Supervisory Authority (BaFin). With respect to
activities undertaken in the United Kingdom, Deutsche Bank AG is
authorised by the PRA. It is subject to regulation by the FCA and
limited regulation by the PRA. BNP PARIBAS is authorised and
regulated by the European Central Bank and the French Autorité de contrôle prudentiel et de
résolution. BNP PARIBAS is authorised by the PRA and is
subject to regulation by the FCA and limited regulation by the PRA.
Each of the Banks is acting on behalf
of Pfizer and no one else in connection with any offering of
the Sale Shares and will not be responsible to any other person for
providing the protections afforded to any of its clients or for
providing advice in relation to any offering of the Sale
Shares.
This announcement does not constitute a
recommendation to acquire any Ordinary Shares in Haleon. This
announcement does not purport to identify or suggest the risks
(direct or indirect) which may be associated with an investment in
Haleon or its Ordinary Shares. Any investment must be made solely
on the basis of publicly available information, which has not been
independently verified by the Banks.
Disclosure
Notice: The information contained in this
release is as of 1 October 2024. Pfizer assumes no obligation to
update forward-looking statements contained in this announcement as
a result of new information or future events or
developments.
This announcement contains forward-looking
information about the Offering and the Share Buyback, which are
subject to substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements. Risks and uncertainties include, among other
things, risks related to the satisfaction of conditions to closing
the Offering and the Share Buyback; and uncertainties inherent in
business and financial planning, including, without limitation,
risks related to Pfizer's business and prospects, adverse
developments in Pfizer's markets, or adverse developments in the
U.S. or global capital markets.
A further description of risks and
uncertainties can be found in Pfizer's Annual Report on Form 10-K
for the fiscal year ended 31 December 2023, 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 U.S. Securities and
Exchange Commission and available at www.sec.gov and www.pfizer.com.
