Pfizer Inc

Rule 2.10 Announcement

RNS Number : 9185H
Pfizer Inc
23 May 2014
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

23 May 2014

 

Possible Offer by Pfizer Inc. ("Pfizer") for AstraZeneca plc.

 

Disclosure of Dealings by Pfizer in Pfizer Securities pursuant to Rule 8.1(b)

 

Under Rule 8.1(b) of the City Code on Takeovers and Mergers (the "Code"), Pfizer is required to make a public dealing disclosure when it deals in relevant securities of Pfizer. On 22 May 2014 (the "Disclosure Date"), as part of its ongoing share buyback programme, Pfizer repurchased 712,000 shares of its own common stock, at the prices set out in the Appendix to this announcement.  These shares of common stock are now held in treasury.

 

Disclosure of Total Pfizer Stock in Issue pursuant to Rule 2.10

 

In accordance with Rule 2.10 of the Code, Pfizer confirms that at the close of business on the Disclosure Date, it had 6,370,324,660 shares of Pfizer's common stock in issue and admitted to trading on the New York Stock Exchange under the International Securities Identification Number (ISIN) US7170811035, excluding shares of common stock held in treasury. 

 

At the close of business on 21 May 2014, Pfizer also had 781.54 shares of Pfizer's convertible perpetual preferred stock in issue, carrying 2,012,360 voting rights in aggregate.

 

The total number of voting rights with respect to Pfizer common stock is therefore 6,370,324,660. This figure may be used by stockholders to determine the percentage of issued common stock they hold in Pfizer.

 

 

Pfizer Contacts

 

Investors

Chuck Triano          

+1 (212) 733 3901

 

Ryan Crowe            

 +1 (212) 733 8160

 

U.S. Media

Joan Campion         

+1 (212) 733 2798

 

Andrew Topen       

 +1 (212) 733 1338

 

U.K. Media

Andrew Widger     

 +44 1737 330 909

 

 

 

 

BofA Merrill Lynch

+44 (0) 20 7996 1000

Fares Noujaim

Adrian Mee

Michael Findlay

Geoff Iles

 


Guggenheim Securities

+1 (212) 901 9371

Alan Schwartz
Ken Springer
Jim Ferency

 

 

 

J.P. Morgan

+44 (0) 20 7742 4000

Steve Frank

Laurence Hollingworth

Mark Breuer

Christopher Dickinson


Merrill Lynch, Pierce, Fenner & Smith Inc and Merrill Lynch International, subsidiaries of Bank of America Corporation, are acting exclusively for Pfizer in connection with the possible offer and for no one else and will not be responsible to anyone other than Pfizer for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

Guggenheim Securities, LLC ("Guggenheim Securities"), which is regulated as a broker-dealer by the Financial Industry Regulatory Authority in the United States, is acting as a financial adviser to Pfizer in relation to the possible offer and no-one else in connection with this announcement or the possible offer referred to herein, and will not be responsible to any person other than Pfizer for providing the protections afforded to customers or clients of Guggenheim Securities nor for providing any advice in relation to the possible offer or any matters referred to herein.

J.P. Morgan Securities LLC ("J.P. Morgan"), together with its affiliate J.P. Morgan Limited (which conducts its U.K. investment banking business as J.P. Morgan Cazenove and which is authorised and regulated by the Financial Conduct Authority in the United Kingdom), is acting exclusively for Pfizer in connection with the possible offer and for no one else, and is not, and will not be, responsible to anyone other than Pfizer for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to the possible offer or any other matters referred to in this announcement.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

Disclosures are therefore required in the shares of Pfizer and AstraZeneca.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Additional U.S.-Related Information

This document is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Pfizer or AstraZeneca. Subject to future developments, Pfizer may file a registration statement and/or tender offer documents with the U.S. Securities and Exchange Commission (the "SEC") in connection with a possible combination. Pfizer and AstraZeneca shareholders should read those filings, and any other filings made by Pfizer with the SEC in connection with a possible combination, as they will contain important information. Those documents, if and when filed, as well as Pfizer's other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and at Pfizer's website at www.Pfizer.com.



Appendix 1

 

The table below sets out the number of shares of common stock which were repurchased by Pfizer as part of its ongoing share buyback programme on the Disclosure Date, and the price at which these shares of common stock were repurchased. 

 

Number of shares

of common stock

Price per share

of common stock

(in US$)

12,147

29.31

2,900

29.32

2,800

29.33

5,900

29.34

3,650

29.345

33,350

29.35

3,400

29.355

33,046

29.36

4,000

29.365

10,900

29.37

2,500

29.375

32,666

29.38

300

29.385

8,899

29.39

1,800

29.395

24,371

29.40

200

29.405

19,400

29.41

4,000

29.415

44,850

29.42

1,100

29.425

19,300

29.43

2,800

29.435

9,200

29.44

400

29.445

14,275

29.45

4,400

29.455

18,500

29.46

400

29.465

5,800

29.47

3,728

29.48

31,100

29.49

700

29.495

65,637

29.50

300

29.505

25,108

29.51

30,955

29.52

700

29.525

23,102

29.53

22,100

29.54

900

29.545

24,479

29.55

18,500

29.56

17,437

29.57

2,100

29.575

27,300

29.58

8,200

29.59

25,600

29.60

3,200

29.61

10,100

29.62

4,350

29.63

1,900

29.64

572

29.65

8,121

29.66

100

29.665

10,377

29.67

990

29.68

200

29.69

200

29.695

16,190

29.70

500

29.71

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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