Pfizer Clears U.S. Antitrust Review for Acquisition of All Outstanding Shares of Encysive Pharmaceuticals Inc.
March 27 2008 - 7:00AM
Business Wire
Pfizer Inc (NYSE:PFE) announced today that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act)
has expired in connection with the tender offer by its wholly-owned
subsidiary, Explorer Acquisition Corp., to purchase all of the
outstanding shares of common stock of Encysive Pharmaceuticals Inc.
(NASDAQ: ENCY) at a purchase price of $2.35 per share, net to the
seller in cash, without interest thereon and less any required
withholding taxes. Expiration of the waiting period under the HSR
Act satisfies one of the conditions necessary for the consummation
of the tender offer. The tender offer is scheduled to expire at
12:00 midnight, New York City time, on Monday, March 31, 2008,
unless extended in accordance with the procedures described in the
offer to purchase. The tender offer remains conditioned upon the
other closing conditions described in the offer to purchase.
Additional Information This press release is for informational
purposes only and 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. The tender offer statement (including the offer to
purchase, letter of transmittal and related tender offer documents)
filed by Pfizer with the Securities and Exchange Commission (the
�SEC�) and the solicitation/recommendation statement filed by
Encysive with the SEC contain important information which should be
read carefully before any decision is made with respect to the
tender offer. The offer to purchase and related materials as well
as the solicitation/recommendation statement may be obtained by
Encysive stockholders 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 at (800)�546-8249, and may also be
obtained at no charge at the website maintained by the SEC at
http://www.sec.gov. DISCLOSURE NOTICE: The information contained in
this press release is as of March 27, 2008. Except as required by
law, 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 further list and description of
risks and uncertainties can be found in Pfizer�s Annual Report on
Form 10-K for the fiscal year ended December�31, 2007 and in its
subsequently filed reports on Forms 10-Q and 8-K.
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