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 (Date of earliest event reported): March 9, 2016 (March 8, 2016)
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.) |
| 10017 (Zip Code) |
Registrant's telephone number, including area code:
(212) 733-2323
Not Applicable
(Former Name or Former Address, if changed since last report)
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:
[ X ] 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 March 8, 2016, Pfizer Inc. (“Pfizer”) entered into an accelerated share repurchase agreement with Goldman, Sachs & Co. (“GS&Co.”) to repurchase $5 billion of Pfizer’s common stock. Approximately 136 million of the shares to be repurchased under the transaction will be received by Pfizer on March 10, 2016. At settlement of the agreement, which is expected to occur during the second quarter of 2016, GS&Co. may be required to deliver additional shares of common stock to Pfizer, or, under certain circumstances, Pfizer may be required to deliver shares of its common stock or may elect to make a cash payment to GS&Co., with the number of shares to be delivered or the amount of such payment based on the volume-weighted average price of Pfizer’s common stock during the term of the transaction. This agreement was entered into pursuant to Pfizer’s previously announced share repurchase authorization. The press release relating to the accelerated share repurchase agreement is filed as an exhibit to this Form 8-K and is incorporated herein by reference. During the term of the accelerated share repurchase agreement, GS&Co. and/or its affiliates expect to engage in transactions to hedge GS&Co.’s exposure under the accelerated share repurchase agreement by buying and selling Pfizer common stock and buying and selling options to buy or sell Pfizer common stock. As part of such hedging activity, GS&Co. and/or its affiliates will purchase in the open market and/or pursuant derivative transactions an aggregate number of shares of Pfizer common stock necessary to close out the short position established at inception of the transaction and to satisfy any additional share delivery obligation owed to Pfizer upon final settlement of the accelerated share repurchase agreement. GS&Co. may also engage in other transactions in Pfizer common stock or in derivative securities related to Pfizer common stock. Each of these transactions could cause or avoid an increase or a decrease in the market price of Pfizer common stock, which could affect the value of the consideration to be received by Pfizer stockholders in the pending merger with Allergan plc (“Allergan”), pursuant to the Agreement and Plan of Merger, dated as of November 22, 2015, among Pfizer, Allergan and Watson Merger Sub Inc., a Delaware corporation and direct wholly-owned subsidiary of Allergan. * * * * * * NO OFFER OR SOLICITATION |
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits | ||
Exhibit 99.1 | Pfizer Inc. Press Release dated March 9, 2016 | |
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. Madden Margaret M. Madden | ||
Title: Vice President and Corporate Secretary | ||
Dated: March 9, 2016 | Chief Governance Counsel |
EXHIBIT INDEX
Number | Description |
99.1 | Pfizer Inc. Press Release dated March 9, 2016 |