NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR IMMEDIATE RELEASE
Haleon plc: Proposed
Secondary Global Offering by Pfizer Inc. in Haleon plc and Proposed
Share Buyback
18
March 2024: Haleon plc ("Haleon")
(LSE/NYSE: HLN) announces that Pfizer Inc. ("Pfizer") intends to
sell approximately 630 million Haleon ordinary shares ("Ordinary
Shares"), including Ordinary Shares in the form of American
Depositary Shares, each representing two Ordinary Shares ("ADSs",
and together with the Ordinary Shares, the "Securities") by means
of a public offering in the United States (the "U.S. Offer"), and a
concurrent offering outside the United States to qualifying
investors for purposes of, and in accordance with, applicable local
laws and regulations in the jurisdictions in which such offer is
being made (the "International Offer" and, together with the U.S.
Offer, the "Global Offer").
The offering price per Security in
the Global Offer will be determined by means of a bookbuilding
process and is expected to be announced on or about 19 March 2024,
following completion of the bookbuilding.
Pfizer will receive all of the net
proceeds from the Global Offer, subject to customary closing
conditions. No Securities are being sold or issued by Haleon and
Haleon will not receive any of the net proceeds from the Global
Offer.
Haleon previously entered into a
Share Purchase Deed with Pfizer which was approved by Haleon's
shareholders at its Annual General Meeting on 20 April 2023 (the
"Share Purchase Deed"), pursuant to which Haleon has the ability to
make certain off-market purchases to acquire Ordinary Shares from
Pfizer, subject to certain terms and conditions. In connection with
the Global Offer and subject to satisfaction of the conditions set
out in the Share Purchase Deed, Haleon has agreed to repurchase
from Pfizer, and Pfizer has agreed to sell to Haleon, off-market,
Ordinary Shares having an aggregate purchase price of approximately
£315 million (approximately $400 million) at the same time as, or
immediately following and on the same day as, the completion of the
Global Offer (the "Share Buyback"). The purchase price per Ordinary
Share to be paid by Haleon in the Share Buyback will be equal to
the offering price per Ordinary Share in the Global Offer. The
Share Buyback is subject to satisfaction of the conditions in the
Share Purchase Deed, including the successful completion of the
Global Offer and receipt of written confirmation from Haleon's
sponsor pursuant to LR11.1.10R(2)(b) of the UK Financial Conduct
Authority's Listing Rules that the terms of the Share Buyback are
fair and reasonable as far as Haleon's shareholders are
concerned.
Completion of the Global Offer and
the Share Buyback is expected to reduce Pfizer's interest in Haleon
from 32% to approximately 24% of Haleon's issued Ordinary Share
capital.
In connection with the Global Offer,
Pfizer's Securities are expected to be subject to a 90-day lock-up
in favor of Citigroup and Morgan Stanley, subject to customary
exceptions and to waiver. Pfizer has received the necessary waivers
from existing lock-up arrangements in order to participate in the
Global Offer.
Citigroup and Morgan Stanley are
serving as Joint Global Coordinators and Joint Bookrunners of the
Global Offer. Barclays, J.P. Morgan and UBS Investment Bank are serving as Joint
Bookrunners (together with the Joint Global Coordinators, the
"Banks") of the Global Offer.
The Global Offer will be made
pursuant to a shelf registration statement on Form F-3 filed by
Haleon with the United States Securities and Exchange Commission
(the "SEC") on 3 July 2023 (the "Registration Statement"), as
supplemented by a preliminary prospectus supplement.
Haleon has filed the Registration
Statement (including a prospectus) and a preliminary prospectus
supplement with the SEC for the Securities
to which this communication relates. Before you invest, you should
carefully read the prospectus in the Registration Statement, the
preliminary prospectus supplement and the documents incorporated by
reference in the Registration Statement for more complete
information about Haleon and the Global Offer. Haleon intends to
file a further prospectus supplement with respect to the Global
Offer. You may obtain these documents for free by visiting the SEC
website at www.sec.gov. Copies of the preliminary prospectus supplement and
accompanying prospectus related to the Global Offer may also be
obtained from Citigroup, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, by telephone at
1-800-831-9146, Morgan Stanley at: Morgan Stanley & Co. LLC,
180 Varick Street, 2nd Floor, New York, NY 10014 Attn: Prospectus
Department, Barclays at: Barclays Capital Inc., c/o Broadridge
Financial Solutions 1155 Long Island Avenue Edgewood, NY
11717, Barclaysprospectus@broadridge.com
((888) 603-5847), J.P. Morgan at: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204,
or by emailing at prospectus-eq_fi@jpmchase.com
and UBS Investment Bank at: UBS Securities LLC,
Prospectus Department, 1285 Avenue of the Americas, New York, NY
10019, by telephone at (888) 827-7275 or by emailing
ol-prospectus-request@ubs.com.
This announcement shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of Securities in any state or other
jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction. The distribution or communication of this
announcement or the prospectus supplement related to the Global
Offer in certain jurisdictions may be restricted by law. Any offer
may be withdrawn or revoked, without obligation or commitment of
any kind, at any time prior to notice of its acceptance given after
the effective date.
The person responsible for arranging
the release of this announcement on behalf of Haleon is Amanda
Mellor, Company Secretary.
About Haleon
Haleon (LSE / NYSE: HLN) is a global
leader in consumer health, with a purpose to deliver better
everyday health with humanity. Haleon's product portfolio spans
five major categories - Oral Health, Pain Relief, Respiratory
Health, Digestive Health and Other, and Vitamins, Minerals and
Supplements (VMS). Its long-standing brands - such as Advil,
Sensodyne, Panadol, Voltaren, Theraflu, Otrivin, Polident,
parodontax and Centrum - are built on trusted science, innovation
and deep human understanding.
For more information, please
visit www.haleon.com.
Cautionary note regarding forward-looking
statements
Certain statements contained in this
announcement are, or may be deemed to be, "forward-looking
statements" (including for purposes of the safe harbor provisions
for forward-looking statements contained in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Forward-looking statements give Haleon's
current expectations, projections, intentions or beliefs about
future events, including strategic initiatives and future financial
condition and performance, and so actual results may differ
materiality from what is expressed or implied by the statements.
These statements sometimes use words such as "expects",
"anticipates", "believes", "targets", "plans", "intends", "aims",
"projects", "estimates", "indicates", "may", "might", "will",
"should", "potential", "could" and other words of similar meaning
(or the negative thereof). These forward-looking statements include
all matters that are not historical or current facts. In
particular, these include, but are not limited to, statements
relating to the consummation of the proposed Global Offer by
Pfizer, the Share Buyback, and the risks identified, or
incorporated by reference, any prospectus supplement or
accompanying prospectus.
Any forward-looking statements made
by or on behalf of Haleon speak only as of the date they are made
and are based upon the knowledge and information available to
Haleon on the date of this announcement. These statements and views
may be based on a number of assumptions and, by their nature,
involve known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may
or may not occur in the future and/or are beyond Haleon's control
or precise estimate. Subject to our obligations under English and
U.S. law in relation to disclosure and ongoing information, we
undertake no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
# # #
In the United Kingdom, this
announcement and its contents are directed only at (A) "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (as amended) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018; and (B) (i)
persons who have professional experience in matters relating to
investments falling within Article 19 of the UK Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), or (ii) high net worth entities and other persons to whom
it can otherwise lawfully be communicated falling within Article
49(2)(a) to (d) of the Order, all such persons in (A) and (B)
together being referred to as "relevant persons". This announcement
must not be acted on or relied on in the United Kingdom by persons
who are not relevant persons. Any investment activity to which this
announcement relates is available in the United Kingdom only to
relevant persons and will be engaged in only with relevant
persons.
In the European Economic Area (the
"EEA"), this announcement is addressed only to and directed only
at, persons in member states who are "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as
amended) ("Qualified Investors"). This announcement must not be
acted on or relied on in the EEA by persons who are not Qualified
Investors. Any investment activity to which this announcement
relates is available in the EEA only to Qualified Investors and
will be engaged in only with Qualified Investors.
The Banks are acting exclusively for
Pfizer and no one else in connection with the Global Offer. None of
the Banks will regard any other person (whether or not a recipient
of this announcement) as a client in relation to the Global Offer
and will not be responsible to anyone
other than Pfizer for providing the protections afforded to their
respective clients nor for giving advice in relation to the Global
Offer or any transaction or arrangement referred to in this
announcement. No information in this announcement should be
construed as providing financial, investment or other professional
advice and each prospective investor should consult its own legal,
business, tax and other advisers in evaluating any potential
investment opportunity.
In connection with the Global Offer,
each of the Banks and any of their respective
affiliates, acting as investors for
their own accounts, may purchase Securities and in that capacity
may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in such Securities and other securities of
Haleon or related investments in connection with the Global Offer
or otherwise. Accordingly, references in the final prospectus
supplement to the Securities being offered, subscribed, issued,
acquired, sold, placed or otherwise dealt in should be read as
including any offer, subscription, issue, sale, acquisition,
placing or dealing in the Securities by any of the Banks and any of
their affiliates acting as investors for their own accounts. In
addition, certain of the Banks or their affiliates may enter into
financing arrangements and swaps in connection with which they or
their affiliates may from time to time acquire, hold or dispose of
Securities. None of the Banks nor any of their respective
affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.