Pfizer Recommends Shareholders Reject the Below-Market Mini-Tender Offer by TRC Capital Corporation
May 24 2017 - 05:45AM
Business Wire
Pfizer Inc. (NYSE:PFE) today announced that it has received
notice of an unsolicited mini-tender offer by TRC Capital
Corporation of Ontario, Canada to purchase up to 4 million shares
of Pfizer common stock at a price of $31.60 per share in cash. TRC
Capital’s offer price of $31.60 per share is approximately 4.27
percent lower than the $33.01 closing share price of Pfizer’s
common stock on May 12, 2017 – the business day prior to the date
of the offer. The offer is for approximately 0.067 percent of the
shares of Pfizer common stock outstanding as of the May 15, 2017
offer date.
Pfizer does not endorse TRC Capital’s unsolicited mini-tender
offer and recommends that stockholders do not tender their shares
in response to TRC Capital’s offer because the offer is at a price
below the current market price for Pfizer’s shares and subject to
numerous conditions. Pfizer is not affiliated or associated in any
way with TRC Capital, its mini-tender offer or the offer
documentation.
TRC Capital has made many similar mini-tender offers for shares
of other companies. Mini-tender offers seek to acquire less than 5
percent of a company’s shares outstanding, thereby avoiding many
disclosure and procedural requirements of the U.S. Securities and
Exchange Commission (SEC) that apply to offers for more than 5
percent of a company’s shares outstanding. As a result, mini-tender
offers do not provide investors with the same level of protections
as provided by larger tender offers under U.S. securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are “hoping that they
will catch investors off guard if the investors do not compare the
offer price to the current market price.” More on the SEC’s
guidance to investors on mini-tender offers is available at
www.sec.gov/investor/pubs/minitend.htm.
Pfizer urges investors to obtain current market quotations for
their shares, to consult with their broker or financial advisor and
to exercise caution with respect to TRC Capital’s offer. Pfizer
recommends that shareholders who have not responded to TRC
Capital’s offer take no action. Shareholders who have already
tendered their shares may withdraw them at any time prior to the
expiration of the offer, in accordance with TRC Capital’s offering
documents. The offer is currently scheduled to expire at 12:01 a.m.
Eastern Time on Wednesday, June 14, 2017. TRC Capital may extend
the offering period at its discretion.
Pfizer encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Pfizer requests that a copy of this news release be included
with all distributions of materials relating to TRC Capital’s
mini-tender offer related to shares of Pfizer common stock.
About Pfizer Inc.
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 healthcare
products. Our global portfolio includes medicines and vaccines as
well as many of the world's best-known consumer healthcare
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, Pfizer has worked to make a difference for
all who rely on us. We routinely post information that may be
important to investors on our website at www.pfizer.com. In
addition, to learn more, please visit us
on www.pfizer.com and follow us on Twitter
at @Pfizer and @PfizerNews, LinkedIn, YouTube and
like us on Facebook at Facebook.com/Pfizer.
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version on businesswire.com: http://www.businesswire.com/news/home/20170524005377/en/
Pfizer Inc.Media:Joan Campion, 212-733-2798orInvestors:Chuck
Triano, 212-733-3901
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