Pfizer Inc Clears Antitrust Review for Acquisition of All Outstanding Shares of Coley Pharmaceutical Group, Inc.
December 18 2007 - 7:00AM
Business Wire
Pfizer (NYSE:PFE) announced today that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) has
expired, and that it has received clearance from the Federal Cartel
Office of Germany (FCO), in each case in connection with its offer
to purchase all of the outstanding shares of common stock of Coley
Pharmaceutical Group, Inc. (Nasdaq:COLY). Expiration of the waiting
period under the HSR Act and the FCO�s actions satisfy one of the
conditions necessary for the consummation of the pending
acquisition. The tender offer is scheduled to expire at 12:00
midnight, New York City time, on Friday, December 28, 2007, unless
the tender offer is extended. Consummation of the tender offer
remains subject to other customary closing conditions, including
satisfaction of the minimum tender condition under the Agreement
and Plan of Merger entered into by and among Pfizer, Corvette
Acquisition Corp., an indirect wholly owned subsidiary of Pfizer,
and Coley on November 15, 2007. As previously announced, Pfizer
commenced a tender offer on November 30, 2007 for all of the
outstanding shares of Coley�s common stock for $8.00 per share in
cash. Additional Information This press release is neither an offer
to purchase nor a solicitation of an offer to sell securities. The
tender offer is being made pursuant to a tender offer statement and
related materials. Coley shareholders are advised to read the
tender offer statement and related materials filed by Coley and
Pfizer with the U.S. Securities and Exchange Commission (the
�SEC�). The tender offer statement (including an offer to purchase,
letter of transmittal and related tender offer documents) and the
solicitation/recommendation statement filed by Coley and Pfizer
with the SEC contain important information which should be read
carefully before any decision is made with respect to the offer.
The tender offer statement and related materials may be obtained at
no charge by directing a request by mail to Georgeson Inc., 199
Water Street, 26th Floor, New York, NY 10038, or by calling
toll-free (800) 546-8249, and may also be obtained at no charge at
www.pfizer.com and www.coleypharma.com and the website maintained
by the SEC at http://www.sec.gov. DISCLOSURE NOTICE: The
information contained in this release is as of December 18, 2007.
Pfizer assumes no obligation to update any forward-looking
statements contained in this release as a result of new information
or future events or developments. Some statements in this release
may constitute forward-looking statements. Pfizer cautions that
these forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those indicated in the forward-looking statements, including
the risk that the tender offer may not be completed or the
subsequent merger may not be consummated for various reasons,
including the failure to satisfy the conditions precedent to the
completion of the acquisition. A description of risks and
uncertainties that may affect Pfizer�s results and operations can
be found in the Pfizer�s Annual Report on Form 10-K for the fiscal
year ended December 31, 2006 and in its reports on Forms 10-Q and
8-K.
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