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    Pfizer Announces Tender Offer for Any and All of its 6.200% Senior Notes Due March 15, 2019

    Chelsea Pratt
    Nov. 14, 2016 08:15AM PST
    Life Science Investing News

    Pfizer today announced the commencement of a tender offer to purchase for cash any and all of its outstanding 6.200% Senior Notes due March 15, 2019.

    PFIZER ANNOUNCES TENDER OFFER FOR ANY AND ALL OF ITS 6.200% SENIOR

    NOTES DUE MARCH 15, 2019

    Pfizer Inc. (NYSE:PFE) today announced the commencement of a tender offer (the “Tender Offer”) to purchase for
    cash any and all of its outstanding 6.200% Senior Notes due March 15, 2019 (the “Notes”). Certain information regarding the Notes and the pricing for the Tender Offer is set forth in the table below.

    Title of SecurityCUSIP NumberPrincipal Amount Outstanding

    U.S. Treasury Reference Security

    Bloomberg Reference PageFixed SpreadHypothetical Tender Offer Consideration (1)(2)
    6.200% Senior Notes due March 15, 2019717081 DB6$3,250,000,0001.000% UST due November 15, 2019FIT1+25 bps$1,109.23
    (1)Per $1,000 principal amount.
    (2)

    Hypothetical Tender Offer Consideration 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 10, 2016 and a Settlement Date (as
    defined below) on November 21, 2016. The actual Tender Offer
    Consideration (as defined below) payable pursuant to the Tender
    Offer will be calculated and determined as set forth in the offer
    to purchase, dated November 14, 2016 (the “Offer
    to Purchase
    ”).

    The Tender Offer consists of an offer on the terms and conditions set
    forth in the Offer to Purchase, 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 will expire at 5:00 p.m., New York City time, on
    November 18, 2016, unless extended or earlier terminated (such time and
    date, as the same may be extended, the “Expiration
    Date
    ”). Holders of Notes must validly tender (including by notice
    of guaranteed delivery) and not validly withdraw their Notes prior to or
    at the Expiration Date to be eligible to receive the Tender Offer
    Consideration.
    Holders who validly tender their Notes, may validly withdraw their
    tendered Notes at any time prior to the earlier of (i) the Expiration
    Date, and (ii) if the Tender Offer is extended, the 10th
    business day after commencement of the Tender Offer. Notes may also be
    validly withdrawn at any time after the 60th business day
    after commencement of the Tender Offer if for any reason the Tender
    Offer has not been consummated within 60 business days after
    commencement of the Tender Offer.
    The “Tender Offer Consideration” for each
    $1,000 principal amount of Notes validly tendered and accepted for
    purchase pursuant to the Tender Offer will be determined in the manner
    described in the Tender Offer Documents by reference to a fixed spread
    specified 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, unless extended or
    earlier terminated.
    Holders will also 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
    ”). Notes tendered by notice of guaranteed delivery and
    accepted for purchase will be purchased on the third business day after
    the Expiration Date but payment of accrued interest on such Notes will
    only be made to, but not including, the Settlement Date.
    Pfizer intends to redeem any and all Notes that are not tendered and
    accepted in the Tender Offer in accordance with the terms of the
    make-whole provisions under the indenture governing the Notes.
    The Tender Offer is subject to the satisfaction or waiver of certain
    conditions specified in the Tender Offer Documents, but the Tender Offer
    is not subject to minimum tender conditions.
    Information Relating to the Tender Offer
    The Tender Offer Documents for the Notes are being distributed to
    holders beginning today. 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 https://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 completion
    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,” in our Current Reports on Form 8-K, and in the
    prospectus supplement and accompanying prospectus, in each case
    including in the section thereof captioned “Risk Factors.” 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.

    senior notesbiopharmaceutical companiestender offer
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