NEW YORK--(BUSINESS WIRE)--NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
In accordance with Rule 2.10 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013, Pfizer Inc. (NYSE:PFE) (the "Company") confirms that, at the close of business on October 29, 2015, its issued share capital, excluding treasury shares, is comprised of 6,172,660,972 shares of common stock having a par value of $0.05 per share (the "Common Stock"), and 663 shares of convertible perpetual preferred stock having no par value (the “Preferred Stock"), which shares of Preferred Stock are convertible into a total of 1,707,281 shares of Common Stock.
The International Securities Identification Number for the Common Stock is ISIN US7170811035. The total number of shares of Common Stock in issue attaching voting rights in Pfizer is therefore 6,172,660,972 and this figure may be used by stockholders to determine the percentage of issued Common Stock they hold in Pfizer for purposes of the Irish Takeover Panel Act, 1997, Takeover Rules 2013.
The Company also confirms that, at the close of business on October 28, 2015, there were outstanding 235,657,320 options to purchase Common Stock (“Options”), 36,048,905 total shareholder return units (“TSRUs”), and 29,221,714 restricted stock units (“RSUs”).
Upon exercise, each Option entitles the holder to purchase one share of Common Stock at the applicable exercise price. Each TSRU entitles the holder to receive shares of Common Stock equal to the value of the change in stock price (positive or negative) over the grant price, plus dividend equivalents during the term, in accordance with the terms of the TSRU. Upon vesting, each RSU entitles the holder to receive shares of Common Stock representing the number of RSUs plus dividend equivalents in accordance with the terms of the RSU.
The Company also confirms that, at the close of business on October 28, 2015, there were outstanding performance share awards and portfolio performance share awards entitling the holders to receive up to a maximum of 29,947,149 shares of Common Stock based on certain performance criteria in accordance with the terms of such awards.
The Company also confirms that, at the close of business on October 28, 2015, there were 44,148 deferred stock units representing settlement of stock awards that were deferred. These deferred stock units entitle holders to receive shares of Common Stock upon settlement of the deferral obligation including dividends which accumulate as additional deferred stock units. In addition, the Company confirms that, at the close of business on October 28, 2015, there were outstanding deferred shares representing the annual grants to non-employee directors entitling the directors to receive up to a maximum total of 516,031 shares of Common Stock payable upon termination or retirement in shares or cash at the direction of the director.
The Directors of Pfizer accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Any holder of 1% or more of any class of relevant securities of Pfizer may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013.
This announcement does not constitute an offer to buy or solicitation of an offer to sell any securities, nor shall there be a sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction. This announcement does not constitute a prospectus or equivalent document and no offering of securities shall be made except by means of a prospectus meeting the requirements of the securities laws of the relevant jurisdiction.
A copy of this announcement will be available on the Pfizer website at www.pfizer.com.
This announcement contains forward-looking information. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use future dates or words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the possibility that a transaction between Pfizer and Allergan plc will not be pursued or that a transaction will not be agreed to, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to a possible transaction, adverse effects on the market price of Pfizer's common stock and on Pfizer's operating results because of a failure to pursue or to complete a possible transaction, failure to realize the expected benefits of a possible transaction, negative effects of the announcement or the consummation of an agreed transaction on the market price of Pfizer’s common stock, significant transaction costs and/or unknown liabilities, general economic and business conditions that affect the companies following a possible transaction, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause Pfizer’s plans with respect to Allergan (if any), actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Pfizer assumes no obligation to update or revise the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. A further description of risks and uncertainties can be found in Pfizer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned "Risk Factors" and "Forward-Looking Information and Factors That May Affect Future Results", as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.pfizer.com.