Pfizer Inc. (NYSE: PFE) (“Pfizer”) today announced that its
wholly owned subsidiary, Pfizer Investment Enterprises Pte. Ltd.
(the “Issuer”), has commenced a multi-series offering of senior
unsecured notes (the “Notes”). The maturity dates of the Notes are
expected to range from two to 40 years. The Notes will be fully and
unconditionally guaranteed on a senior unsecured basis by Pfizer.
Pfizer intends to use the net proceeds of the offering as part of
the financing for Pfizer’s proposed acquisition of Seagen Inc. (the
“Merger”). The Notes, other than any issuance of 40-year notes, are
expected to be subject to a special mandatory redemption under
certain circumstances if the Merger is terminated or does not close
by an agreed upon date.
BofA Securities, Citigroup, Goldman Sachs and J.P. Morgan are
acting as joint lead managers and joint book-running managers for
the offering.
This offering is being made pursuant to an effective shelf
registration statement and prospectus and a related preliminary
prospectus supplement filed by the Issuer and Pfizer with the
Securities and Exchange Commission (the “SEC”). Before investing,
potential investors should read the prospectus and the related
preliminary prospectus supplement, the shelf registration statement
and other documents that Pfizer has filed with the SEC for more
complete information about Pfizer and this offering.
Copies of the prospectus supplement and related prospectus for
this offering can be obtained from BofA Securities toll-free at
(800) 294-1322, from Citigroup toll-free at (800) 831-9146, from
Goldman Sachs toll-free at (866) 471-2526 and from J.P. Morgan at
(212) 834-4533.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, including the
Notes. There shall not be any sale of the securities described
herein in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
About Pfizer: Breakthroughs That Change Patients’ Lives
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 health care
products, including innovative medicines and vaccines. 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 170 years, we have 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 @Pfizer News, LinkedIn, YouTube and like us
on Facebook at Facebook.com/Pfizer.
Forward-Looking Statements This press release may include
forward-looking statements made within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve substantial risks and uncertainties and
potentially inaccurate assumptions. We have tried, wherever
possible, to identify such statements by using words such as
“will,” “may,” “could,” “likely,” “ongoing,” “anticipate,”
“estimate,” “expect,” “project,” “intend,” “plan,” “believe,”
“assume,” “target,” “forecast,” “guidance,” “goal,” “objective,”
“aim,” “seek,” “potential,” “hope” and other words and terms of
similar meaning or by using future dates in connection with any
discussion of, among other things, the intended use of proceeds of
the offering, our anticipated operating and financial performance,
reorganizations, business plans, strategy and prospects;
expectations for our product pipeline, in-line products and product
candidates, including anticipated regulatory submissions, data
read-outs, study starts, approvals, launches, clinical trial
results and other developing data that become available, revenue
contribution and projections, potential pricing and reimbursement,
potential market dynamics and size, growth, performance, timing of
exclusivity and potential benefits; strategic reviews, capital
allocation objectives, dividends and share repurchases; plans for
and prospects of our acquisitions, dispositions and other business
development activities, and our ability to successfully capitalize
on growth opportunities and prospects; sales, expenses, interest
rates, foreign exchange rates and the outcome of contingencies,
such as legal proceedings; expectations for impact of or changes to
existing or new government regulations or laws; our ability to
anticipate and respond to macroeconomic, geopolitical, health and
industry trends, pandemics, acts of war and other large-scale
crises; and manufacturing and product supply.
In particular, forward-looking information in this press release
includes statements relating to the expected terms of the Notes
offering and the use of proceeds to finance a portion of the Merger
consideration.
A list and description of risks, uncertainties and other matters
can be found in Pfizer’s Annual Report on Form 10-K for the year
ended December 31, 2022 and in its Quarterly Report on Form 10-Q
for the quarterly period ended April 2, 2023, in each case,
including in the sections thereof captioned “Forward-Looking
Information and Factors That May Affect Future Results” and “Risk
Factors,” in our Current Reports on Form 8-K and in the prospectus
supplement and accompanying prospectus for the offering, in each
case including in the section thereof captioned “Risk Factors.” You
should understand that it is not possible to predict or identify
all such factors. Consequently, you should not consider any such
list to be a complete set of all potential risks or
uncertainties.
We cannot guarantee that any forward-looking statement will be
realized. Achievement of anticipated results is subject to
substantial risks, uncertainties and inaccurate assumptions. Should
known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could vary
materially from past results and those anticipated, estimated or
projected. You should bear this in mind as you consider
forward-looking statements, and you are cautioned not to put undue
reliance on forward-looking statements.
We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law or by the rules and
regulations of the SEC. You are advised, however, to consult any
further disclosures we make on related subjects in our Form 10-K,
10-Q and 8-K reports and our other filings with the SEC.
Notice to Investors
No prospectus, offering circular or other document has been
registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, neither this press release nor any document
or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Notes, may be circulated or
distributed, nor may the Notes be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether
directly or indirectly, to any person in Singapore other than (i)
to an institutional investor (as defined in Section 4A of the
Securities and Futures Act 2001 of Singapore (the “SFA”) under
Section 274 of the SFA, (ii) to a relevant person pursuant to
Section 275(1) of the SFA, or any person pursuant to Section
275(1A) of the SFA, and in accordance with the conditions specified
in Section 275 of the SFA or (iii) otherwise pursuant to, and in
accordance with the conditions of, any other applicable provision
of the SFA, in each case subject to compliance with conditions set
forth in the SFA.
Where the Notes are subscribed or purchased under Section 275 of
the SFA by a relevant person which is:
- a corporation (which is not an accredited investor (as defined
in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor;
or
- a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary of the
trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term
as defined in Section 2(1) of the SFA) of that corporation or the
beneficiaries’ rights and interest (howsoever described) in that
trust shall not be transferred within six months after that
corporation or that trust has acquired the Notes pursuant to an
offer made under Section 275 of the SFA except:
- to an institutional investor or to a relevant person, or to any
person arising from an offer referred to in Section 275(1A) or
Section 276(4)(c)(ii) of the SFA;
- where no consideration is or will be given for the
transfer;
- where the transfer is by operation of law;
- as specified in Section 276(7) of the SFA; or
- as specified in Regulation 37A of the Securities and Futures
(Offers of Investments) (Securities and Securities-based
Derivatives Contracts) Regulations 2018.
Any reference to the SFA is a reference to the Securities and
Futures Act 2001 of Singapore and a reference to any term as
defined in the SFA or any provision in the SFA is a reference to
that term as modified or amended from time to time including by
such of its subsidiary legislation as may be applicable at the
relevant time.
Singapore SFA Product Classification: In connection with Section
309B of the SFA and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the “CMP Regulations
2018”), the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Notes
are ‘prescribed capital markets products’ (as defined in the CMP
Regulations 2018) and Excluded Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
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Pfizer Contacts: Media Relations +1 (212) 733-1226
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