Pfizer Announces Tender Offer For Any And All Of Its 6.200% Senior Notes Due March 15, 2019

Pfizer Inc. (NYSE:PFE) today announced the commencement of a tender offer (the " Tender Offer") to purchase for cash any and all of its outstanding 6.200% Senior Notes due March 15, 2019 (the " Notes"). Certain information regarding the Notes and the pricing for the Tender Offer is set forth in the table below.
Title of Security       CUSIP Number       Principal Amount Outstanding      

U.S. Treasury Reference Security
      Bloomberg Reference Page       Fixed Spread       Hypothetical Tender Offer Consideration (1)(2)
6.200% Senior Notes due March 15, 2019       717081 DB6       $3,250,000,000       1.000% UST due November 15, 2019       FIT1       +25 bps       $1,109.23
 
(1)   Per $1,000 principal amount.
(2)

Hypothetical Tender Offer Consideration calculated on the basis of pricing for the U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on November 10, 2016 and a Settlement Date (as defined below) on November 21, 2016. The actual Tender Offer Consideration (as defined below) payable pursuant to the Tender Offer will be calculated and determined as set forth in the offer to purchase, dated November 14, 2016 (the " Offer to Purchase").
 

The Tender Offer consists of an offer on the terms and conditions set forth in the Offer to Purchase, and the related letter of transmittal and notice of guaranteed delivery (as they may each be amended or supplemented from time to time, the " Tender Offer Documents"), to purchase for cash any and all of the Notes. The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the Tender Offer.

The Tender Offer will expire at 5:00 p.m., New York City time, on November 18, 2016, unless extended or earlier terminated (such time and date, as the same may be extended, the " Expiration Date"). Holders of Notes must validly tender (including by notice of guaranteed delivery) and not validly withdraw their Notes prior to or at the Expiration Date to be eligible to receive the Tender Offer Consideration.

Holders who validly tender their Notes, may validly withdraw their tendered Notes at any time prior to the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the 10 th business day after commencement of the Tender Offer. Notes may also be validly withdrawn at any time after the 60 th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement of the Tender Offer.

The " Tender Offer Consideration" for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Tender Offer Documents by reference to a fixed spread specified for the Notes (the " Fixed Spread") specified in the table above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 2:00 p.m., New York City time, on November 18, 2016, unless extended or earlier terminated.

Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Company initially makes payment for such Notes, which date is anticipated to be November 21, 2016 (the " Settlement Date"). Notes tendered by notice of guaranteed delivery and accepted for purchase will be purchased on the third business day after the Expiration Date but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

Pfizer intends to redeem any and all Notes that are not tendered and accepted in the Tender Offer in accordance with the terms of the make-whole provisions under the indenture governing the Notes.

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