Pfizer Announces Commencement of Tender Offer for All Outstanding Shares of Encysive Pharmaceuticals Inc.
04 März 2008 - 10:56PM
Business Wire
Pfizer Inc (NYSE:PFE) today announced the commencement of the
tender offer by its wholly-owned subsidiary, Explorer Acquisition
Corp., for all outstanding shares of common stock of Encysive
Pharmaceuticals Inc. (NASDAQ:ENCY) for $2.35 per share, net to the
seller in cash. The tender offer is being made pursuant to an Offer
to Purchase, dated March 4, 2008, and in connection with the
Agreement and Plan of Merger, dated February 20, 2008, by and among
Pfizer, Explorer Acquisition Corp. and Encysive, which Pfizer and
Encysive publicly announced on February 20, 2008. The tender offer
is scheduled to expire at 12:00 midnight, New York City time, on
Monday, March 31, 2008, unless the tender offer is extended.
Following the completion of the tender offer and, if required,
receipt of approval by Encysive�s stockholders, Pfizer expects to
consummate a merger of Explorer Acquisition Corp. and Encysive in
which remaining Encysive stockholders, other than stockholders who
exercise appraisal rights under Delaware law, will receive the same
cash price per share as paid in the tender offer. The tender offer
and merger are subject to customary closing conditions, including
the acquisition by Pfizer of more than 50% of Encysive�s
outstanding shares in the tender offer and the expiration or
earlier termination of any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any
applicable foreign antitrust, competition or merger control laws.
The Depositary and Paying Agent for the tender offer is
Computershare Trust Company, N.A., c/o Computershare Shareholder
Services, Inc., P.O. Box 43011, Providence, RI 02940-3014, Attn:
Corporate Actions Voluntary Department. The Dealer Manager for the
tender offer is Lazard Fr�res & Co. LLC, 30 Rockefeller Plaza,
New York, NY 10020. The Information Agent for the tender offer is
Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038.
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. Encysive�s stockholders are advised to read the
tender offer statement and related materials, as filed by Pfizer
with the U.S. Securities and Exchange Commission (the �SEC�). The
tender offer statement (including the Offer to Purchase, letter of
transmittal and related tender offer documents) filed by Pfizer
with 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 tender offer statement and the
solicitation/recommendation statement will be mailed to all
Encysive stockholders of record. 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 at (800)�546-8249, and
may also be obtained at no charge at www.pfizer.com and
www.encysive.com and the website maintained by the SEC at
http://www.sec.gov . DISCLOSURE NOTICE: The information contained
in this press release is as of March 4, 2008. Except as required by
law, neither Pfizer nor Encysive assumes any 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 and Encysive caution 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 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 Encysive�s Annual Report for the fiscal year ended
December 31, 2006 and in their subsequently filed reports on Forms
10-Q and 8-K.
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