Pfizer Inc. Announces Results of Early Tenders and Consents in Exchange Offers

NEW YORK--()--Pfizer Inc. (“Pfizer”) (NYSE:PFE) announced today that, as of 5:00 p.m., New York City time, on September 17, 2015 (the “Early Consent Date”), the aggregate principal amounts of each series of notes listed in the table below (collectively, the “Hospira Notes”) issued by Hospira, Inc., a recently acquired subsidiary of Pfizer, had been validly tendered and not validly withdrawn in connection with Pfizer’s previously announced offers to exchange any and all validly tendered and accepted Hospira Notes for new notes to be issued by Pfizer (collectively, the “Pfizer Notes”), and the related solicitations of consents to amend the indenture governing the Hospira Notes and the Hospira Notes (together, the “Exchange Offers”). A Registration Statement on Form S-4 (File No. 333-206758) (the “Registration Statement”) relating to the issuance of the Pfizer Notes was filed with the Securities and Exchange Commission (“SEC”) on September 3, 2015, as amended by Amendment No. 1 to the Registration Statement, filed with the SEC on September 16, 2015, but has not yet been declared effective.

CUSIP No.    

Series of
Notes to be




Tenders and
Received as
of the Early
Consent Date


of Total
Amount of
such Series
of Hospira


6.05% Notes
due 2017

$550,000,000 $502,216,000 91.31%

5.20% Notes
due 2020

$350,000,000 $325,315,000 92.95%

5.80% Notes
due 2023

$350,000,000 $341,642,000 97.61%

5.60% Notes
due 2040

$500,000,000 $494,769,000 98.95%

The Exchange Offers are being made pursuant to the terms and conditions set forth in Pfizer’s preliminary prospectus, dated as of September 16, 2015 (the “Prospectus”), which forms a part of the Registration Statement, and the related Amended and Restated Letter of Transmittal and Consent (the “Letter of Transmittal”) that contain a more complete description of the terms and conditions of the Exchange Offers. Subject to the Registration Statement being declared effective, the Exchange Offers will expire at 11:59 p.m. on October 1, 2015, unless extended (the “Expiration Date”). Tendered Hospira Notes may be validly withdrawn, and related consents may be revoked, at any time prior to the Expiration Date and Pfizer may terminate or withdraw the Exchange Offers at any time for any reason, subject to applicable law.

The dealer managers for the Exchange Offers are:

Citigroup Global Markets Inc.

390 Greenwich Street, 1st Floor

New York, New York 10013

Attention: Liability Management Group

(800) 558-3745 (toll free)

(212) 723-6106 (collect)


Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Attention: Liability Management Group

(800) 828-3182 (toll free)

(212) 902-5183 (collect)

The exchange agent and information agent for the Exchange Offers is:

Global Bondholder Services Corporation

65 Broadway – Suite 404

New York, New York 10006

Attn: Corporate Actions

Bank and Brokers Call Collect: (212) 430-3774

All Others, Call Toll Free: (866) 470-3900

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers may be made only pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials. A Registration Statement relating to the Pfizer Notes has been filed with the SEC but has not yet become effective. The Pfizer Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.


Pfizer Inc.
Joan Campion, 212-733-2798
Ryan Crowe, 212-733-8160


Pfizer Inc.
Joan Campion, 212-733-2798
Ryan Crowe, 212-733-8160