Pursuant to the Code, Pfizer will only be entitled to increase the final proposal in the following limited circumstances:
- If Pfizer’s share price and/or the dollar/pound exchange rate changes such that the indicative value of Pfizer’s final proposal would be less than £55.00 at the time of any firm offer announcement, then Pfizer has reserved the right to add further cash or Pfizer shares to its proposal in order to restore the indicative value of its offer to £55.00 (but no higher).
- Also, Pfizer has reserved the right to increase its proposal if, prior to the announcement of a firm offer by Pfizer, a third party announces a firm intention to make an offer for AstraZeneca pursuant to Rule 2.7 of the Code which, at the date Pfizer announces a firm offer for AstraZeneca, is valued at a price which is higher than the then indicative value of Pfizer’s final proposal.
- If AstraZeneca ultimately decides to recommend Pfizer’s final proposal and Pfizer announces a recommended offer on the terms set out in the Final Proposal Announcement, then Pfizer has reserved the right subsequently to increase its offer at any time. However, it is important to note that such right may be exercised only after Pfizer has obtained a recommendation from the AstraZeneca board of the terms set out in the Final Proposal Announcement and announced a recommended firm offer on this basis.