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Pfizer Buying
Encysive for $195M
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Summary:
Pfizer is acquiring Encysive Pharmaceuticals for approximately $195
million. Encysives product for the treatment of pulmonary
arterial hypertension is commercially available in much of the
European Union and is approved in other markets. See full
press release below.
February
20, 2008--Pfizer Inc today
announced that it has entered into an agreement to acquire Encysive
Pharmaceuticals Inc. (NASDAQ: ENCY), a publicly held
biopharmaceutical company whose product for the treatment of
pulmonary arterial hypertension (PAH) is commercially available in
much of the European Union and is approved in other markets.
Under the terms of the agreement,
Pfizer will make a cash tender offer for all issued and outstanding
shares of Encysive for $2.35 per share, representing an equity value
of approximately $195 million. Following completion of the tender
offer, a subsidiary of Pfizer will merge with Encysive, with the
outstanding Encysive shares not tendered pursuant to the tender
offer converted into the right to receive the per share price paid
under the offer. Upon Pfizer's acquisition of Encysive, Pfizer will
assume Encysive's change of control repurchase obligations under its
2.5% convertible senior notes. The Board of Directors of Encysive
has unanimously approved the merger agreement and unanimously
recommends that Encysive stockholders accept the tender offer and
tender their shares.
Pfizer will acquire the rights to
THELINฎ (sitaxsentan sodium), an oral,
once-daily endothelin A receptor antagonist (ETRA) for the treatment
of PAH, as well as Encysives other
pipeline candidates. THELIN has been approved for marketing in the
European Union (EU), and is currently available in many EU states,
including the United Kingdom, Germany, Ireland, Spain, France,
Italy, Belgium, Luxembourg and the Netherlands. THELIN has also been
approved in Australia and Canada. In the United States, THELIN has
been the subject of three approvable letters from the U.S. Food and
Drug Administration (FDA). Pfizer plans to conduct a pivotal Phase
III trial to support registration in the U.S.
The
process initiated in July of 2007 to review Encysives
strategic alternatives led us to consider a range of opportunities
for increasing shareholder value,
commented George W. Cole, president and chief executive officer of
Encysive. After a thorough analysis,
Encysives Board of Directors concluded
that this cash transaction with Pfizer represents the best option
for our shareholders now. Pfizer has come with a superior offer and
with an in-depth understanding of pulmonary arterial hypertension,
our primary therapeutic focus. We look forward to working with
representatives of Pfizer in finalizing this transaction, and in
transitioning our U.S. and EU operations.
The
acquisition of Encysive will add growing, near-term revenue from the
European market and increase our already strong presence in the
cardio-respiratory arena with a product that complements REVATIO,
a PAH treatment that was discovered and developed by Pfizer
researchers, said Ian Read, president
of Pfizers Worldwide Pharmaceutical
Operations. We look forward to
applying Pfizers significant resources
to the launch of THELIN in additional countries.
Our
commitment to pursue compelling science taking place outside of our
laboratories is ongoing, and the acquisition of Encysive is an
example of that effort, added Martin
Mackay, Ph.D., president of Pfizer Global Research and Development. With
this agreement, we will gain an important marketed product in PAH
and will have the opportunity to complete the development of this
new medicine to treat this devastating disease.
PAH is a progressive, incurable
disease that is estimated to affect 100,000 to 200,000 people in
North America and Europe, including about 55,000 persons in the
United States. It may be of unknown cause (idiopathic) or secondary
to other disorders such as connective tissue disease. Though
relatively rare, the disease affects men and women of all races and
ages, but is more common among women aged 20 through 40. The disease
may be misdiagnosed as asthma, anemia or chronic obstructive
pulmonary disease.
PAH is characterized by high blood
pressure and structural changes in the walls of the pulmonary
arteries, the blood vessels that connect the right side of the heart
to the lungs. In PAH, the pulmonary arteries become thickened and
constricted, forcing the heart to work harder to pump blood through
the lungs. Over time, the heart is unable to keep up, and blood flow
and oxygenation become inadequate to meet the body's demands. This
can lead to breathlessness, fatigue, dizziness, fainting, edema,
chest pain and the development of heart failure.
THELIN works by blocking the action
of endothelin-1, a potent mediator of blood vessel constriction.
THELIN acts to dilate the constricted blood vessels, thereby
reducing pulmonary arterial pressure and thus the demands on the
right side of the heart improving exercise tolerance.
The transaction is expected to close
in the second quarter of 2008, subject to customary closing
conditions, including approval under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the acquisition by Pfizer of a majority
of Encysives shares in the tender
offer. Lazard Fr่res and Co., LLC, and
Weil, Gotshal & Manges LLP advised Pfizer on this transaction.
Morgan Stanley and Covington & Burling LLP advised Encysive.
More information on both companies,
THELIN and PAH is available at www.pfizer.com
and www.Encysive.com.
DISCLOSURE NOTICE:
The information contained in this release is as of February 20,
2008. Except to the extent required by law, neither Pfizer nor
Encysive assume any obligation to update any forward-looking
statements contained in this release as a result of new information
or future events or developments.
This release contains
forward-looking information about an agreement by Pfizer to acquire
Explorer Pharmaceuticals Inc. and about Encysives
products and drug candidates and the potential benefits of such
products and drug candidates. Such information involves substantial
risks and uncertainties including, among other things, the
satisfaction of conditions to closing the agreement; the
uncertainties inherent in commercial, research and development
activities; decisions by regulatory authorities regarding whether
and when to approve any drug applications for such drug candidates
as well as their decisions regarding labeling and other matters that
could affect the availability or commercial potential of such drug
candidates; and competitive developments.
A further list and description of
risks and uncertainties can be found in Pfizers and
Encysives Annual Reports on Form 10-K
for the fiscal year ended December 31, 2006 and in its reports on
Form 10-Q and Form 8-K.
Important Additional Information: The
tender offer described herein has not commenced. The
description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of Encysive. At the time the
tender offer is commenced, Explorer Acquisition Corp. and
Pfizer intend to file a Tender Offer Statement on Schedule TO
containing an offer to purchase, forms of letters of transmittal and
other documents relating to the tender offer and Encysive intends to
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Pfizer and Encysive intend to mail
these documents to the stockholders of Encysive. These
documents will contain important information about the tender offer
and stockholders of Encysive are urged to read them carefully when
they become available. Stockholders of Encysive will be able to
obtain a free copy of these documents (when they become available)
at www.pfizer.com
and www.encysive.com
and the website maintained by the Securities and Exchange Commission
at http://www.sec.gov/.
Contacts
Pfizer:
Shreya Jani (media)
(212) 733-4889
or
Jennifer Davis (investors)
(212) 733-0717
or
Encysive:
Ann Tanabe (investors)
(713) 796-8822
or
Dan Budwick, BMC Communications
(212) 477-9007, ext. 14 (media)
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