Not
for publication, release, transmission, forwarding or distribution,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.
15
January 2025: Pfizer Inc.
("Pfizer") refers to the
announcement published on Pfizer's behalf on 14 January 2025 (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 700 million ordinary shares ("Ordinary Shares") in Haleon plc
("Haleon"), at a price of
357 pence (approximately $4.36) per Ordinary Share, raising gross
sale proceeds of approximately £2.50 billion (approximately $3.05
billion) (the "Offering",
and such Ordinary Shares in the Offering, the "Sale Shares"). Settlement of the
Offering is expected to occur on 17 January 2025, 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 a result of the Offering, Pfizer's
total interest in Haleon will reduce from approximately 15.0% (as
of the date of the Launch Announcement) to approximately 7.3% of
Haleon's issued ordinary shares with voting rights.
J.P. Morgan and Morgan Stanley are
acting as joint global coordinators and joint bookrunners (the
"Joint Global
Coordinators"), HSBC, BNP PARIBAS, Mizuho and UBS are acting
as joint bookrunners (the "Joint
Bookrunners") and BofA Securities, Deutsche Numis, Goldman
Sachs International and Loop Capital Markets 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:
J.P.
Morgan
+44 (0) 20 7742 4000
Jeremy Meilman
Alex Watkins
Virginie De Grivel Nigam
Morgan Stanley
+44 (0) 20 7425 8000
James Talbot
Emma Whitehouse
James Manson-Bahr
Joint
Bookrunners:
HSBC
+44 (0) 20 7991 8888
Richard Fagan
Robert Baker
Pushpjit Singh Malik
BNP
PARIBAS
+44 (0) 20 7595 2000
Tom Snowball
Deepak Sran
Mizuho
+44 (0) 20 7090 6269
Jonathan Murray
Yuichiro Yashiro
UBS
+44 (0) 20 7567 8000
Gareth McCartney
Alex Bloch
Ashley Wood
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,
J.P. Morgan Securities plc ("J.P.
Morgan"), Morgan Stanley & Co. International plc
("Morgan Stanley"), HSBC
Bank plc ("HSBC"), BNP
PARIBAS, Mizuho International plc ("Mizuho"), UBS AG London Branch
("UBS"), Merrill Lynch
International ("BofA
Securities"), Deutsche Bank AG, acting through its London
branch (which is trading for these purposes as Deutsche Numis)
("Deutsche Numis"), Goldman
Sachs International and Loop Capital Markets LLC ("Loop Capital Markets") (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 J.P. Morgan, Morgan Stanley,
HSBC, Mizuho and BofA Securities 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"). BNP PARIBAS is
authorised and regulated by the European Central Bank and the
Autorité de contrôle prudentiel et de resolution, and is authorised
by the PRA and is subject to regulation by the FCA and limited
regulation by the PRA in the United Kingdom. UBS is authorised and
regulated by the Financial Market Supervisory Authority in
Switzerland, and is authorised by the PRA and subject to regulation
by the FCA and limited regulation by the PRA in the United Kingdom.
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 15 January 2025.
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, which is 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 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
