8-KRegulation FDOther EventsExhibits & Filings

PFIZER INC 8-K Report, Regulation FD Disclosure (Jun 17, 2019)

Filed June 17, 2019For Securities:PFE

Summary

Pfizer Inc. announced on June 17, 2019, that it has entered into a definitive Agreement and Plan of Merger to acquire Array BioPharma Inc. The acquisition will be conducted through a tender offer by Pfizer's wholly owned subsidiary, Arlington Acquisition Sub Inc., to purchase all outstanding shares of Array BioPharma common stock for $48.00 per share in cash. This represents a significant strategic move by Pfizer to bolster its oncology pipeline, particularly focusing on Array's promising BRAF/MEK combination therapies. The transaction is expected to close in the second half of 2019, subject to customary closing conditions, including regulatory approvals and the tender of a majority of Array's shares. Pfizer plans to finance the majority of the acquisition with debt and the remainder with existing cash. Investors should monitor regulatory approvals and the tender offer process closely, as potential delays or competing offers could impact the deal's completion.

Key Highlights

  • 1Pfizer to acquire Array BioPharma Inc. for $48.00 per share in cash via a tender offer.
  • 2Acquisition aims to strengthen Pfizer's oncology portfolio, specifically with Array's BRAF/MEK combination assets.
  • 3Transaction is structured as a tender offer followed by a merger, with Array becoming a wholly owned subsidiary.
  • 4Expected closing in the second half of 2019, contingent on regulatory approvals and majority share tender.
  • 5Pfizer plans to finance the majority of the deal with debt, and the balance with existing cash.
  • 6The press release attached as Exhibit 99.1 provides detailed information about the merger agreement.
  • 7Investors are advised to review forthcoming tender offer materials from Pfizer and Array for crucial details.

Frequently Asked Questions

The primary purpose of this acquisition is to enhance Pfizer's oncology pipeline, particularly by integrating Array BioPharma's promising BRAF/MEK combination therapies and other pipeline assets into Pfizer's existing portfolio.

Array BioPharma shareholders will receive $48.00 per share in cash, without interest, subject to any required tax withholdings.

Pfizer expects to finance the majority of the transaction with debt and the remaining balance with its existing cash reserves.

The completion of the tender offer and the subsequent merger is expected to occur in the second half of 2019, provided all customary closing conditions, including regulatory approvals and the tender of a majority of Array's shares, are met.