Pfizer Inc. (“Pfizer”) (NYSE:PFE) announced today that, as of 5:00 p.m.,
New York City time, on September 17, 2015 (the “Early Consent Date”),
the aggregate principal amounts of each series of notes listed in the
table below (collectively, the “Hospira Notes”) issued by Hospira, Inc.,
a recently acquired subsidiary of Pfizer, had been validly tendered and
not validly withdrawn in connection with Pfizer’s previously announced
offers to exchange any and all validly tendered and accepted Hospira
Notes for new notes to be issued by Pfizer (collectively, the “Pfizer
Notes”), and the related solicitations of consents to amend the
indenture governing the Hospira Notes and the Hospira Notes (together,
the “Exchange Offers”). A Registration Statement on Form S-4 (File No.
333-206758) (the “Registration Statement”) relating to the issuance of
the Pfizer Notes was filed with the Securities and Exchange Commission
(“SEC”) on September 3, 2015, as amended by Amendment No. 1 to the
Registration Statement, filed with the SEC on September 16, 2015, but
has not yet been declared effective.
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CUSIP No.
|
|
|
Series of
Hospira
Notes to be
Exchanged
|
|
|
Aggregate
Principal
Amount
Outstanding
|
|
|
Tenders and
Consents
Received as
of
the Early
Consent Date
|
|
|
Percentage
of Total
Outstanding
Principal
Amount
of
such Series
of Hospira
Notes
|
|
441060AJ9
|
|
|
6.05% Notes
due 2017
|
|
|
$550,000,000
|
|
|
$502,216,000
|
|
|
91.31%
|
|
441060AM2
|
|
|
5.20% Notes
due 2020
|
|
|
$350,000,000
|
|
|
$325,315,000
|
|
|
92.95%
|
|
441060AN0
|
|
|
5.80% Notes
due 2023
|
|
|
$350,000,000
|
|
|
$341,642,000
|
|
|
97.61%
|
|
441060AL4
|
|
|
5.60% Notes
due 2040
|
|
|
$500,000,000
|
|
|
$494,769,000
|
|
|
98.95%
|
The Exchange Offers are being made pursuant to the terms and
conditions set forth in Pfizer’s preliminary prospectus, dated as of
September 16, 2015 (the “Prospectus”), which forms a part of the
Registration Statement, and the related Amended and Restated Letter of
Transmittal and Consent (the “Letter of Transmittal”) that contain a
more complete description of the terms and conditions of the Exchange
Offers. Subject to the Registration Statement being declared
effective, the Exchange Offers will expire at 11:59 p.m. on October 1,
2015, unless extended (the “Expiration Date”). Tendered Hospira
Notes may be validly withdrawn, and related consents may be revoked, at
any time prior to the Expiration Date and Pfizer may terminate or
withdraw the Exchange Offers at any time for any reason, subject to
applicable law.
The dealer managers for the Exchange Offers are:
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Citigroup Global Markets Inc.
390 Greenwich Street, 1st Floor
New York, New York 10013
Attention: Liability Management Group
(800) 558-3745 (toll free)
(212) 723-6106 (collect)
|
|
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Goldman, Sachs & Co.
200 West Street
New York, New York 10282
Attention: Liability Management Group
(800) 828-3182 (toll free)
(212) 902-5183 (collect)
|
The exchange agent and information agent for the Exchange Offers is:
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Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Bank and Brokers Call Collect: (212) 430-3774
All Others, Call Toll Free: (866) 470-3900
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This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described herein
and is also not a solicitation of the related consents. The Exchange
Offers may be made only pursuant to the terms and conditions of the
Prospectus, the Letter of Transmittal and the other related materials.
A Registration Statement relating to the Pfizer Notes has been filed
with the SEC but has not yet become effective. The Pfizer Notes
may not be sold, nor may offers to buy be accepted, prior to the time
the Registration Statement is declared effective by the SEC.
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