Pfizer Successfully Completes Tender Offer for Shares of Encysive Pharmaceuticals Inc.

Pfizer IncPfizer Inc (NYSE:PFE) announced that Explorer Acquisition Corp., a wholly-owned subsidiary of Pfizer, has purchased all of the shares validly tendered and not withdrawn pursuant to its tender offer for all of the outstanding shares of common stock of Encysive Pharmaceuticals Inc. (NASDAQ: ENCY) at a purchase price of $2.35 per share, net to the seller in cash, without interest thereon and less any required withholding taxes.

The initial offering period and withdrawal rights expired at midnight, New York City time, on March 31, 2008. According to the depositary for the offer, a total of 70,238,869 shares (representing approximately 86.8% of the outstanding shares), including 8,473,574 shares subject to guarantees of delivery, were tendered and not withdrawn prior to the expiration of the initial offering period, and all such shares have been accepted for payment in accordance with the terms of the tender offer. Stockholders who validly tendered prior to the expiration of the initial offering period and whose shares were not properly withdrawn will promptly receive the offer price of $2.35 per share, net to the seller in cash, without interest and less any required withholding taxes.

Promptly upon acceptance for payment of, and payment by Explorer Acquisition Corp. for, the tendered shares in the offer, the merger agreement grants Explorer Acquisition Corp. the right to designate a number of individuals to the Encysive Board of Directors and, following their election, such designees will constitute a majority of the Encysive Board of Directors. Pfizer also announced that Explorer Acquisition Corp. has commenced a subsequent offering period to acquire all of the remaining untendered shares that will expire at 5:00 p.m., New York City time, on April 7, 2008, unless extended. During this subsequent offering period, holders of shares of Encysive common stock who did not previously tender their shares into the offer may do so and Explorer Acquisition Corp. will promptly purchase any shares properly tendered as such shares are tendered for the same consideration, without interest, paid in the tender offer. Procedures for tendering shares during the subsequent offer period are the same as during the initial offering period with two exceptions: (1) shares cannot be delivered by the guaranteed delivery procedure and (2) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, shares tendered during the subsequent offer period may not be withdrawn. Pfizer and Explorer Acquisition Corp. reserve the right to extend the subsequent offering period in accordance with applicable law. After expiration of the subsequent offering period, Explorer Acquisition Corp. will acquire all of the remaining outstanding shares of Encysive common stock by means of a merger under Delaware law. As a result of the purchase of shares in the tender offer, Explorer Acquisition Corp. has sufficient voting power to approve the merger without the affirmative vote of any other Encysive stockholder. As a result of this merger, Encysive will become a wholly-owned subsidiary of Pfizer Inc., and each share of Encysive’s outstanding common stock will be cancelled and (except for shares held by Encysive, Pfizer or by their wholly-owned subsidiaries or by holders who properly exercise their appraisal rights under Delaware law) will be converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, Encysive’s common stock will cease to be traded on the NASDAQ Global Market.

If Pfizer, through Explorer Acquisition Corp., owns at least 90% of the outstanding shares of Encysive common stock after the subsequent offering period, the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law.

Georgeson is the Information Agent for the tender offer. For questions and information about the tender offer and subsequent offering period, please call Georgeson at (212) 440-9800 (banks and brokerage firms) or toll-free at (800) 546-8249 (stockholders and all others).

Most Popular Now

Pfizer's elranatamab granted FDA Breakthrough Ther…

Pfizer Inc. (NYSE:PFE) announced its investigational cancer immunotherapy, elranatamab, received Breakthrough Therapy Designation from the U.S. Food and Drug Administrati...

Salvat Laboratories announces submission of New Dr…

Salvat Laboratories announced that it has submitted a New Drug Application (NDA) to the FDA for the approval of the first ocular corticosteroid formulated in a nanoemulsi...

New insights on antibody responses to Omicron vari…

Knowing how well vaccination against one SARS-CoV-2 strain (with or without previous infection) counteracts infection with a different strain is a critical research quest...

The origin-of-life molecule, a key to cancer resea…

RNA, the molecule that gave rise to life, has been shown to be essential for repairing human genetic material and preventing mutations that might lead to developing cance...

Bayer with continued strong performance

The Bayer Group maintained its strong business performance across all three divisions in the third quarter. "Despite rising inflation and global supply chain problems, we...

Vividion Therapeutics names Jenna Goldberg as Chie…

Vividion Therapeutics, Inc., a biopharmaceutical company utilizing novel discovery technologies to unlock high value, traditionally undruggable targets with precision the...

Sugar molecules as a target in cancer therapy

Cancer cells use sugar molecules on their surface to disable attacks by the body's immune system. Researchers at the University of Basel now report on how this mechanism ...

COVID vaccination improves effectiveness of cancer…

Patients with nasopharyngeal cancer are often treated with drugs that activate their immune system against the tumor. Until now, it was feared that vaccination against Co...

Pfizer and BioNTech receive positive CHMP opinion …

Pfizer Inc. (NYSE: PFE) and BioNTech SE (Nasdaq: BNTX) announced a booster dose of their Omicron BA.4/BA.5-adapted bivalent COVID-19 vaccine (COMIRNATY® Original/Omicron ...

Making melanoma immortal: Pitt scientists discover…

Scientists at the University of Pittsburgh School of Medicine have discovered the missing puzzle piece in the mystery of how melanoma tumors control their mortality. I...

Study reveals vaccine confidence declined consider…

A new study suggests that, despite the success of the COVID-19 vaccination campaigns, vaccine confidence has declined significantly since the start of the pandemic. Re...

New drug shows promise for fighting both COVID-19 …

While vaccination can provide life-saving protection against COVID-19, scientists are still searching for ways to treat severe infections, including in people who cannot ...