NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. 19 May 2014 This is an announcement of a possible offer falling under Rule 2.4 of the City Code on Takeovers and Mergers (the “Code”). It does not represent a firm intention to make an offer under Rule 2.7 of the Code. Accordingly, there can be no certainty that any offer will ultimately be made. In response to enquiries from market participants, Pfizer would like to confirm the following in respect of its announcement of 18 May 2014 which set out its final proposal to AstraZeneca (the “Final Proposal Announcement”). In the Final Proposal Announcement, Pfizer announced a possible offer comprising, for each AstraZeneca share, 1.747 shares in the combined entity and 2,476 pence in cash, representing an indicative value of £55.00 1. Pfizer stated that this proposal is final and cannot be increased except in limited circumstances specified in the Final Proposal Announcement. In addition, Pfizer stated that it will not make a hostile offer and will only announce a firm offer with the recommendation of the AstraZeneca board. The effect of Pfizer’s Final Proposal Announcement under the Takeover Code is that Pfizer will not be permitted to announce a firm offer unless such offer is on terms no higher than those set out in the Final Proposal Announcement (save as set out below) and such offer is recommended by AstraZeneca’s board. Pfizer must, by 5.00 p.m. on 26 May 2014 or such later date as the Panel may agree at AstraZeneca’s request, announce such a recommended firm offer or make a statement that it does not intend to make an offer for AstraZeneca. If Pfizer states that it does not intend to make an offer, Pfizer will be subject to the restrictions in Rule 2.8 and Note 2 on Rule 2.5 of the Code.
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.