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

- November 14th, 2016

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 Security CUSIP Number Principal Amount Outstanding

U.S. Treasury Reference Security

Bloomberg Reference Page Fixed Spread Hypothetical Tender Offer Consideration (1)(2)
6.200% Senior Notes due March 15, 2019 717081 DB6 $3,250,000,000 1.000% UST due November 15, 2019 FIT1 +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 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 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.

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