Pfizer Inc. (NYSE:PFE) (“Pfizer”) today announced the pricing of
a debt offering consisting of eight tranches of notes
(collectively, the “Notes”):
$3,000,000,000 aggregate principal amount of 4.650% Notes due
2025
$3,000,000,000 aggregate principal amount of 4.450% Notes due
2026
$4,000,000,000 aggregate principal amount of 4.450% Notes due
2028
$3,000,000,000 aggregate principal amount of 4.650% Notes due
2030
$5,000,000,000 aggregate principal amount of 4.750% Notes due
2033
$3,000,000,000 aggregate principal amount of 5.110% Notes due
2043
$6,000,000,000 aggregate principal amount of 5.300% Notes due
2053
$4,000,000,000 aggregate principal amount of 5.340% Notes due
2063
The Notes will be issued by Pfizer’s wholly-owned subsidiary,
Pfizer Investment Enterprises Pte. Ltd. (the “Issuer”), and 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 10-year
notes and 30-year notes, are expected to be subject to a special
mandatory redemption (at a price equal to 101% of the aggregate
principal amount of such series of notes) under certain
circumstances if the Merger is terminated or does not close by an
agreed upon date.
The closing of the offering is expected to occur on May 19,
2023, subject to satisfaction of customary closing conditions.
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.
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, the use of proceeds to finance a portion of the Merger
consideration and the timing for closing of the offering.
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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Media Contact: Media Relations +1 (212) 733-7410
PfizerMediaRelations@Pfizer.com Investor Contact: Investor
Relations +1 (212) 733-4848 IR@Pfizer.com
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