Pfizer Recommends Shareholders Reject the Below-Market Mini-Tender Offer by TRC Capital Investment Corporation
10 Janeiro 2024 - 6:30PM
Business Wire
Pfizer Inc. (NYSE: PFE) today announced that it has received
notice of an unsolicited mini-tender offer by TRC Capital
Investment Corporation of Ontario, Canada to purchase up to 4
million shares of Pfizer common stock at a price of $27.35 per
share in cash. TRC Capital Investment’s offer price of $27.35 per
share is approximately 4.4 percent lower than the $28.61 closing
share price of Pfizer’s common stock on December 27, 2023 – the
business day prior to the date of the offer. The offer is for
approximately 0.071 percent of the shares of Pfizer common stock
outstanding as of the December 28, 2023 offer date.
Pfizer does not endorse TRC Capital Investment’s unsolicited
mini-tender offer and recommends that stockholders do not tender
their shares in response to TRC Capital Investment’s offer because
the offer is at a price below the current market price for Pfizer’s
shares and subject to numerous conditions. Pfizer is not affiliated
or associated in any way with TRC Capital Investment, its
mini-tender offer or its offer documentation.
TRC Capital Investment’s has made many similar mini-tender
offers for shares of other companies. Mini-tender offers seek to
acquire less than 5 percent of a company’s shares outstanding,
thereby avoiding many disclosure and procedural requirements of the
U.S. Securities and Exchange Commission (SEC) that apply to offers
for more than 5 percent of a company’s shares outstanding. As a
result, mini-tender offers do not provide investors with the same
level of protections as provided for larger tender offers under
U.S. securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are “hoping that they
will catch investors off guard if the investors do not compare the
offer price to the current market price.” More on the SEC’s
guidance to investors on mini-tender offers is available at
www.sec.gov/investor/pubs/minitend.htm.
Pfizer urges investors to obtain current market quotations for
their shares, to consult with their broker or financial advisor and
to exercise caution with respect to TRC Capital Investment’s offer.
Pfizer recommends that stockholders who have not responded to TRC
Capital Investment’s offer take no action. Stockholders who have
already tendered their shares may withdraw them at any time prior
to the expiration of the offer, in accordance with TRC Capital
Investment’s offer documentation. The offer is currently scheduled
to expire at 12:01 a.m., New York City time, on January 30, 2024.
TRC Capital Investment may extend the offering period at its
discretion.
Pfizer encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Pfizer requests that a copy of this news release be included
with all distributions of materials relating to TRC Capital
Investment’s mini-tender offer related to shares of Pfizer common
stock.
About Pfizer: Breakthroughs That Change Patients’ Lives
At Pfizer, we apply science and our global resources to bring
therapies to people that extend and significantly improve their
lives. We strive to set the standard for quality, safety and value
in the discovery, development and manufacture of health care
products, including innovative medicines and vaccines. Every day,
Pfizer colleagues work across developed and emerging markets to
advance wellness, prevention, treatments and cures that challenge
the most feared diseases of our time. Consistent with our
responsibility as one of the world's premier innovative
biopharmaceutical companies, we collaborate with health care
providers, governments and local communities to support and expand
access to reliable, affordable health care around the world. For
more than 170 years, we have worked to make a difference for all
who rely on us. We routinely post information that may be important
to investors on our website at www.Pfizer.com. In addition, to
learn more, please visit us on www.Pfizer.com and follow us on
Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us
on Facebook at Facebook.com/Pfizer.
Category: Finance
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Media: PfizerMediaRelations@Pfizer.com +1 (212) 733-1226
Investor: IR@Pfizer.com +1 (212) 733-4848
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