Proposed Offering of Ordinary Shares in Haleon plc
Not for publication, release, transmission, forwarding or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement is for information purposes only and is not a prospectus or an offer of securities for sale in any jurisdiction.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire securities pursuant to the Offering (as defined below) will be made, and any investor should make its investment decision solely on the basis of, publicly available information. There will be no sale of the securities referred to herein in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Please see the important notice at the end of this announcement.
PROPOSED SECONDARY OFFERING OF ORDINARY SHARES IN HALEON PLC BY PFIZER INC.
30 September 2024: Pfizer Inc. ("Pfizer") today announces that it intends to sell approximately 540 million ordinary shares ("Ordinary Shares") in Haleon plc ("Haleon"), representing approximately 5.9% of Haleon's issued share capital (the "Offering", and such Ordinary Shares in the Offering, the "Sale Shares"). This announcement is not and does not constitute an offer to sell and there will be no public offering of the Sale Shares in any jurisdiction. There will be no sale of any Ordinary Shares in the form of American depositary shares in Haleon.
The price per Sale Share will be determined by way of an accelerated bookbuilding process to institutional investors. The bookbuilding period will commence immediately following this announcement and may close at any time on short notice. The completion of the bookbuilding process and the results of the Offering, including the number of Sale Shares to be sold and the price per Sale Share, will be announced as soon as practicable thereafter.
Pfizer will receive all of the net proceeds from the Offering, subject to customary closing conditions. No Ordinary Shares are being sold or issued by Haleon in the Offering, and Haleon will not receive any of the net proceeds from the Offering.
Haleon and Pfizer previously entered into a share purchase deed, which was approved by Haleon's shareholders at its Annual General Meeting on 8 May 2024 (the "Share Purchase Deed"), pursuant to which Haleon has the ability to make certain off-market purchases of Ordinary Shares from Pfizer, subject to certain terms and conditions. In connection with the Offering and subject to satisfaction of the conditions set out in the Share Purchase Deed, including the successful completion of the Offering, Haleon has agreed to carry out an off-market purchase from Pfizer, and Pfizer has agreed to sell to Haleon, Ordinary Shares having an aggregate purchase price of approximately £230 million (approximately $308 million) in an off-market transaction that will close at the same time as, or as soon as reasonably practicable following, the settlement of the Offering (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 Sale Share in the Offering.
Completion of the Offering and the Share Buyback is expected to reduce Pfizer's interest in Haleon from approximately 22.6% to approximately 16.2% of Haleon's issued share capital (excluding any shares held in treasury).
BofA Securities and Goldman Sachs International are acting as joint global coordinators and joint bookrunners (the "Joint Global Coordinators"), Deutsche Numis, HSBC and RBC Capital Markets are acting as joint bookrunners (the "Joint Bookrunners") and Barclays, BNP PARIBAS, Mizuho, PNC Capital Markets LLC and Siebert Williams Shank are acting as co-managers (the "Co-Managers", and together with the Joint Global Coordinators and the Joint Bookrunners, the "Managers") for the Offering.
Pfizer has undertaken to the Managers not to transfer or dispose of any of its remaining equity securities in Haleon for 60 days from the date of settlement of the Offering, subject to certain exceptions and waiver by the Joint Global Coordinators.
Enquiries:
Joint Global Coordinators and Joint Bookrunners:
BofA Securities +44 (0)20 79953700
James Palmer
Andrew Briscoe
Lucrezia Lazzari
Goldman Sachs International +44 (0)20 7774 1000
Richard Cormack
Laura Vincent
Tom Hartley
Joint Bookrunners:
Deutsche Numis +44 (0) 20 7545 8000
Saadi Soudavar
Stephane Gruffat
Mark Hankinson
Jamie Loughborough
HSBC +44 (0)20 7991 8888
Richard Fagan
Robert Baker
RBC Capital Markets +44 (0) 20 7653 4000
Angus Millar
Rupert Walford
Thomas Stockman
IMPORTANT NOTICE
The contents of this announcement have been prepared by and are the sole responsibility of Pfizer.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
This announcement does not represent the announcement of a definitive agreement to proceed with the Offering and, accordingly, there can be no certainty that the Offering will proceed. Pfizer reserves the right not to proceed with the Offering or to vary the terms of the Offering in any way.
The distribution of this announcement and the offer and sale of the Sale Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Sale Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Sale Shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the United States, Canada, South Africa, Australia or Japan.
No action has been taken by Pfizer, Merrill Lynch International ("BofA Securities"), Goldman Sachs International, Deutsche Bank AG, acting through its London branch (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis"), HSBC Bank plc ("HSBC"), RBC Europe Limited ("RBC Capital Markets"), Barclays Bank PLC ("Barclays"), BNP PARIBAS, Mizuho International plc ("Mizuho"), PNC Capital Markets LLC, Siebert Williams Shank & Co., LLC ("Siebert Williams Shank") (collectively, the "Banks") or any of their respective affiliates to permit an offering of the Sale Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from registration under the Securities Act. The securities referred to herein may not be deposited in an unrestricted depositary receipt facility for 40 days following the commencement of the Offering or for so long as the securities are "restricted securities" within the meaning of Rule 144 under the Securities Act. Pfizer does not intend to register any part of the Offering in the United States or to conduct a public offering in the United States of the securities to which this announcement relates.
In member states of the European Economic Area (the "EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, and: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In addition, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA.
In connection with the sale of the Sale Shares, any of the Banks and any of their respective affiliates may take up a portion of the Sale Shares in the Sale as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of Pfizer, MiFID II requirements and in accordance with allocation policies, and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Sale Shares and other securities of Haleon or related investments in connection with the Sale or otherwise. Accordingly, references in this announcement to the Sale Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Banks and any of their respective affiliates acting in such capacity. In addition, any of the Banks and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and any of their respective affiliates may from time to time acquire, hold or dispose of Ordinary Shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Any communications that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) are not any indications or assurances that the book will remain covered or that the transaction and securities will be fully distributed by the Banks.
None of the Banks or any of their respective affiliates or their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Pfizer, Haleon, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Each of BofA Securities, Goldman Sachs International, HSBC and RBC Capital Markets is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"). 'Deutsche Numis' is a trading name used by certain investment banking businesses of Deutsche Bank AG, Numis Securities Limited and Numis Europe Limited in the United Kingdom and Ireland. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB) and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the PRA. It is subject to regulation by the FCA and limited regulation by the PRA. BNP PARIBAS is authorised and regulated by the European Central Bank and the French Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is authorised by the PRA and is subject to regulation by the FCA and limited regulation by the PRA. Each of the Banks is acting on behalf of Pfizer and no one else in connection with any offering of the Sale Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Sale Shares.
This announcement does not constitute a recommendation to acquire any Ordinary Shares in Haleon. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Haleon or its Ordinary Shares. Any investment must be made solely on the basis of publicly available information, which has not been independently verified by the Banks.
Disclosure Notice: The information contained in this release is as of 30 September 2024. Pfizer assumes no obligation to update forward-looking statements contained in this announcement as a result of new information or future events or developments.
This announcement contains forward-looking information about the Offering and the Share Buyback, which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction of conditions to closing the Offering and the Share Buyback; and uncertainties inherent in business and financial planning, including, without limitation, risks related to Pfizer's business and prospects, adverse developments in Pfizer's markets, or adverse developments in the U.S. or global capital markets.
A further description of risks and uncertainties can be found in Pfizer's Annual Report on Form 10-K for the fiscal year ended 31 December 2023, and in its subsequent reports on Form 10-Q, including in the sections thereof captioned "Risk Factors" and "Forward-Looking Information and Factors That May Affect Future Results," as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.pfizer.com.
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