SUMMARY ADVERTISEMENT AS PUBLISHED IN THE WALL STREET JOURNAL ON JANUARY 6, 2004
EXHIBIT (A)(5)(B)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made only by
the Offer to Purchase, dated January 6, 2004, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance of the Offer would not be in compliance with the
laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ESPERION THERAPEUTICS, INC.
AT
$35.00 PER SHARE
BY
ENZO ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
PFIZER INC.
Enzo Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of Pfizer Inc., a Delaware corporation ("Parent"), is offering
to purchase all the outstanding shares of common stock, par value $0.001 per
share, of Esperion Therapeutics, Inc., a Delaware corporation ("Esperion" or the
"Company"), including all associated Rights (the "Shares"), at a purchase price
of $35.00 per Share, net to the seller in cash, (the "Offer Price"), on the
terms and subject to the conditions set forth in the Offer to Purchase, dated
January 6, 2004 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). The term "Rights" means the rights issued pursuant to
the Rights Agreement by and between Esperion and StockTrans, Inc. dated as of
April 18, 2003. The Offer is being made pursuant to the Agreement and Plan of
Merger, dated as of December 19, 2003 (the "Merger Agreement"), by and among
Parent, Purchaser and Esperion. Tendering stockholders who have Shares
registered in their names and who tender directly to EquiServe Trust (the
"Depositary") will not be charged brokerage fees or commissions or, except as
set forth in Instruction 6 to the Letter of Transmittal for the Offer, transfer
taxes on the sale of the Shares in the Offer. A stockholder who holds Shares
through a broker, dealer, bank, trust company or other nominee should consult
with such institution to determine whether it will charge any service fees for
tendering such Shares. Purchaser will pay all charges and expenses of the
Depositary, Lazard Freres & Co. LLC, which is acting as the Dealer Manager, and
Morrow & Co., Inc., which is acting as the information agent (the "Information
Agent"), incurred in connection with the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, FEBRUARY 4, 2004, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned on, among other things, there being validly
tendered and not withdrawn, at least a number of Shares that, together with the
Shares then beneficially owned by Parent, or any wholly owned subsidiary of
Parent (including Purchaser) represents a majority of the Shares outstanding on
a fully-diluted basis (the "Minimum Condition"). The Offer is also subject to
other conditions described in the Offer to Purchase.
The purpose of the Offer and Merger is to enable Parent to acquire the
entire equity interest in, and thus control of, Esperion. The Offer, as the
first step in the acquisition of Esperion, is intended to facilitate the
acquisition of all of the outstanding Shares or, if fewer than all of the
outstanding Shares are tendered in the Offer and not withdrawn prior to the
Expiration Date (as defined below), such lesser number of Shares, subject to the
Minimum Condition.
Parent will effect the merger of Purchaser with and into Esperion (the
"Merger"), with Esperion surviving the Merger as a wholly owned subsidiary of
Parent, following the successful completion of the Offer and the satisfaction of
certain conditions set forth in the Merger Agreement, including adoption of the
Merger Agreement by the majority of Esperion's stockholders under Delaware law
(if required). If Purchaser successfully completes the Offer, it will hold a
sufficient number of Shares to ensure the requisite adoption of the Merger
Agreement to complete the Merger. In addition, if, following the successful
completion of the Offer, Purchaser owns at least 90% of the outstanding Shares,
Purchaser and Parent will not be required to obtain stockholder approval to
complete the Merger. The purpose of the Merger is for Parent to acquire any and
all outstanding Shares that are not tendered in the Offer and accepted for
payment by Purchaser in the Offer.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn prior
to the Expiration Date as, if and when Purchaser gives oral or written notice to
the Depositary of Purchaser's acceptance for payment of such Shares. On the
terms of and subject to the conditions to the Offer, payment for Shares that are
accepted for payment in the Offer will be made by deposit of the purchase price
therefor with the Depositary, which will act as agent for stockholders tendering
Shares for the purpose of receiving payment from Purchaser and transmitting such
payment to tendering stockholders. Under no circumstances will interest on the
purchase price of Shares be paid by Purchaser because of any delay in paying for
any Shares. Payment for Shares tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates for such Shares or a timely Book-Entry Confirmation (as defined in
the Offer to Purchase), (ii) the Letter of Transmittal (or a facsimile copy of
it), properly completed and duly executed, with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message (as
defined in Section 2 (Procedures for Tendering Shares of Company Common Stock in
the Offer) of the Offer to Purchase) in lieu of the Letter of Transmittal and
(iii) all other documents required by the Letter of Transmittal.
Pursuant to the terms of the Merger Agreement, if, on any date as of which
the Offer is scheduled to expire, any condition to the Offer has not been
satisfied or waived, Purchaser may, without the consent of the Company (i)
extend the Offer beyond the initial Expiration Date for a time period reasonably
necessary to permit such condition(s) to be satisfied, (ii) extend the Offer for
any period required by any rule, regulation or interpretation of the Securities
and Exchange Commission (the "SEC"), or the staff thereof, applicable to the
Offer or (iii) extend (or re-extend) the Offer for an aggregate period of three
to 20 business days beyond the latest applicable date that would otherwise be
permitted under clause (i) or (ii) of this sentence, if, as of such date, all of
the conditions to Purchaser's obligations to accept Shares for payment are
satisfied or waived, but the number of Shares validly tendered and not withdrawn
pursuant to the Offer equals less than 90% of the outstanding Shares. Purchaser
may, without the consent of the Company, extend the Offer in accordance with
Rule 14d-11 under the Exchange Act. In addition, the Offer Price may be
increased and the Offer may be extended to the extent required by law in
connection with such increase, in each case without the consent of the Company.
If Purchaser decides to extend the Offer or provide for a subsequent offering
period, Purchaser will make a public announcement to that effect on the next
business day after the previously scheduled Expiration Date. The term
"Expiration Date" means Midnight, New York City time, on February 4, 2004,
unless and until Purchaser extends the period of time during which the Offer is
open in accordance with the terms of the Merger Agreement, in which event the
term "Expiration Date" will mean the latest time at which the Offer, as so
extended by Purchaser, will expire.
Shares tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date (except during a subsequent offering period) and may also
be withdrawn at any time after February 4, 2004, unless accepted for payment on
or before that date as provided in the Offer to Purchase. During a subsequent
offering period, tendering stockholders will not have withdrawal rights. Tenders
of Shares in the Offer are irrevocable. For a withdrawal of Shares previously
tendered in the Offer to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses listed on the back cover of the Offer to Purchase, specifying the name
of the person having tendered the Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder of the Shares to be
withdrawn, if different from the name of the person who tendered the Shares. If
certificates for Shares have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the serial
numbers shown on such certificates must be submitted to the Depositary and,
unless such Shares have been tendered by an eligible institution, any and all
signatures on the notice of withdrawal must be guaranteed by an eligible
institution. If Shares have been tendered pursuant to the book-entry transfer
procedures, any notice of withdrawal must also specify the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's
procedures. None of Purchaser, Parent, Esperion, the Depositary,
the Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
The receipt of cash in exchange for Shares pursuant to the Offer, the
Merger or upon the exercise of appraisal rights will be taxable for United
States federal income tax purposes. Upon a stockholders' receipt of cash, the
stockholder will generally recognize gain or loss in an amount equal to the
difference, if any, between the amount of cash received and the stockholder's
adjusted tax basis in the Shares sold or exchanged. Gain or loss must be
determined separately for each block of Shares exchanged (for example, Shares
acquired at the same cost in a single transaction). Such gain or loss will be
capital gain or loss and will be long-term capital gain or loss if, as of the
date of the sale or exchange, the stockholder has held the Shares for more than
one year. Certain limitations apply to a stockholder's use of capital losses.
Stockholders are urged to consult with their own tax advisors with respect to
the particular tax consequences to them of the Offer, the Merger and the
exercise of appraisal rights, including, federal, state, local, foreign and
other tax consequences. For a more complete description see Section 5 (Certain
Material United States Federal Income Tax Consequences) of the Offer to
Purchase.
Esperion's board of directors has unanimously recommended that the holders
of the Shares accept the Offer and tender their Shares in the Offer.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
under the Exchange Act is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided the Purchaser with its stockholder lists and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares whose names
appear on the stockholder list and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose names appear, or
whose nominees appear, on the stockholder lists or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance and copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent at the address and telephone number below and will be
furnished promptly at Purchaser's expense. Purchaser will not pay any fees or
commissions to any broker or dealer or any other person (other than the
Depositary, Dealer Manager and the Information Agent) for soliciting tenders of
Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
You may obtain information regarding the Tender Offer
from the Information Agent as follows:
445 Park Avenue, 5th Floor
New York, New York 10022
(212) 754-8000
BANKS AND BROKERAGE FIRMS, PLEASE CALL: (800) 654-2468
STOCKHOLDERS CALL TOLL FREE: (800) 607-0088
THE DEALER MANAGER FOR THE OFFER IS:
[LAZARD LOGO]
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, New York 10020