UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: June 16, 2005
Date of earliest event reported: June 16, 2005
PFIZER INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-3619 | 13-5315170 |
| (State or other Jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
235 East 42nd Street
New York, New York
(Address of principal executive offices)
| | 10017
(Zip Code) |
Registrant's telephone number, including area code:
(212) 573-2323
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01 | Other Events |
| On June 16, 2005, Pfizer Inc. issued a press release announcing that it has entered into a definitive merger agreement with Vicuron Pharmaceuticals, Inc. (“Vicuron”) whereby Pfizer will acquire Vicuron, a biopharmaceutical company focused on the development of novel anti-infectives for both hospital-based and community-acquired infections. Under the merger agreement, Pfizer will acquire all outstanding shares of Vicuron common stock at a price of $29.10 per share in cash, for an aggregate equity purchase price of approximately $1.9 billion. This price represents a 74 percent premium over Vicuron's 90 day average closing share price and a 21 percent premium over Vicuron’s highest historical closing price of $24.10 on January 16, 2004. A copy of the press release is included as Exhibit 99 to this report and is incorporated herein by reference. |
| Item 9.01 Financial Statements and Exhibits | | |
| (c) Exhibits | | |
| Exhibit 99 | Press Release of Pfizer Inc. dated June 16, 2005 | |
SIGNATURE
Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.
| | | PFIZER INC. |
| | | |
| | | By:/s/ Margaret M. Foran
Margaret M. Foran |
| | | Title: Vice President-Corporate
Governance and Secretary |
| Dated:June 16, 2005 | | |
EXHIBIT INDEX
Exhibit No. | Description |
| | |
| 99 | Press Release of Pfizer Inc. dated June 16, 2005. |
