Pfizer Inc. Announces Final Results of Exchange Offers
Pfizer Inc. (“Pfizer”) (NYSE: PFE) announced today the final results of its previously announced offers to exchange any and all validly tendered and accepted notes of each series listed in the table below (collectively, the “Hospira Notes”) issued by Hospira, Inc., a recently acquired subsidiary of Pfizer, 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, was amended by Amendment No. 1 to the Registration Statement filed with the SEC on September 16, 2015, and was declared effective by the SEC on September 25, 2015.
As of 11:59 p.m., New York City time, on October 1, 2015 (the “Expiration Date”), the aggregate principal amounts listed in the table below of each series of Hospira Notes had been validly tendered and not validly withdrawn pursuant to the terms and conditions of the Exchange Offers. The final settlement of the Exchange Offers is expected to take place on or about October 5, 2015.
| CUSIP No. | Series of Hospira Notes to be Exchanged | Aggregate Principal Amount Outstanding | Tenders and Consents Received as of the Expiration Date | Percentage of Total Outstanding Principal Amount of such Series of Hospira Notes | ||||||||
| 441060AJ9 | 6.05% Notes due 2017 | $550,000,000 | $502,779,000 | 91.41% | ||||||||
| 441060AM2 | 5.20% Notes due 2020 | $350,000,000 | $329,916,000 | 94.26% | ||||||||
| 441060AN0 | 5.80% Notes due 2023 | $350,000,000 | $342,017,000 | 97.72% | ||||||||
| 441060AL4 | 5.60% Notes due 2040 | $500,000,000 | $494,769,000 | 98.95% |
The Exchange Offers were made pursuant to the terms and conditions set forth in Pfizer’s prospectus, dated as of September 25, 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 the complete description of the terms and conditions of the Exchange Offers.
The dealer managers for the Exchange Offers were:
| 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) | 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:
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
The proposals set forth in this message are subject to compliance with all local legal and regulatory obligations, including the obligation to inform and or consult with labor organizations, works councils, trade unions and employee representatives.
Pfizer Inc.
Media:
Joan Campion, 212-733-2798
201-761-9384 (M)
[email protected]
or
Investor:
Ryan Crowe, 212-733-8160
215-260-0914 (M)
[email protected]
