Summary
Pfizer Inc. (PFE) filed an 8-K report on November 13, 2020, detailing the issuance of Series B Junior Participating Redeemable Preferred Stock. This action was taken in anticipation of Pfizer's previously announced separation and combination of its Upjohn business with Mylan N.V. The issuance of these preferred shares to certain trust accounts and subsidiaries was conducted in reliance on the Section 4(a)(2) exemption from registration requirements. This strategic move is designed to ensure that these specific entities do not receive shares of Upjohn common stock in connection with the proposed transaction. The Series B Preferred Shares are redeemable at Pfizer's option for Pfizer Common Stock, and will automatically be redeemed for Pfizer Common Stock if the Upjohn separation is completed. The details of these shares, including their rights and qualifications, are outlined in the Certificate of Designation filed with the Delaware Secretary of State. This filing provides important context for investors monitoring the ongoing restructuring and strategic initiatives at Pfizer, particularly concerning the eventual formation of the new combined entity with Mylan.
Key Highlights
- 1Pfizer issued Series B Junior Participating Redeemable Preferred Stock to certain trusts and subsidiaries.
- 2The issuance was made in reliance on the Section 4(a)(2) exemption from registration.
- 3This action is related to the previously announced separation of Pfizer's Upjohn business and its combination with Mylan.
- 4The preferred shares are intended to prevent the named entities from receiving Upjohn common stock in the planned transaction.
- 5The Series B Preferred Shares are redeemable for Pfizer Common Stock at Pfizer's discretion.
- 6These preferred shares will automatically convert to Pfizer Common Stock upon the completion of the Upjohn/Mylan transaction.
- 7A Certificate of Designation outlining the terms of the Series B Preferred Stock was filed with the Delaware Secretary of State.