REG - Goldman Sachs Intl Pfizer Inc Haleon PLC - Proposed Offering of Ordinary Shares in Haleon plc

HALEONAnnouncement

30/09/2024 17:00

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RNS Number : 3150G  Goldman Sachs International  30 September 2024

Not for publication, release, transmission, forwarding or distribution,
directly or indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or South Africa or in any other jurisdiction in which
offers or sales would be prohibited by applicable law.

This announcement is for information purposes only and is not a prospectus or
an offer of securities for sale in any jurisdiction.

Neither this announcement nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Any offer to acquire securities pursuant to the Offering
(as defined below) will be made, and any investor should make its investment
decision solely on the basis of, publicly available information. There will be
no sale of the securities referred to herein in any jurisdiction where such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.

Please see the important notice at the end of this announcement.

PROPOSED SECONDARY OFFERING OF ORDINARY SHARES IN HALEON PLC BY PFIZER INC.

30 September 2024: Pfizer Inc. ("Pfizer") today announces that it intends to
sell approximately 540 million ordinary shares ("Ordinary Shares") in Haleon
plc ("Haleon"), representing approximately 5.9% of Haleon's issued share
capital (the "Offering", and such Ordinary Shares in the Offering, the "Sale
Shares"). This announcement is not and does not constitute an offer to sell
and there will be no public offering of the Sale Shares in any jurisdiction.
There will be no sale of any Ordinary Shares in the form of American
depositary shares in Haleon.

The price per Sale Share will be determined by way of an accelerated
bookbuilding process to institutional investors. The bookbuilding period will
commence immediately following this announcement and may close at any time on
short notice. The completion of the bookbuilding process and the results of
the Offering, including the number of Sale Shares to be sold and the price per
Sale Share, will be announced as soon as practicable thereafter.

Pfizer will receive all of the net proceeds from the Offering, subject to
customary closing conditions. No Ordinary Shares are being sold or issued by
Haleon in the Offering, and Haleon will not receive any of the net proceeds
from the Offering.

Haleon and Pfizer previously entered into a share purchase deed, which was
approved by Haleon's shareholders at its Annual General Meeting on 8 May 2024
(the "Share Purchase Deed"), pursuant to which Haleon has the ability to make
certain off-market purchases of Ordinary Shares from Pfizer, subject to
certain terms and conditions. In connection with the Offering and subject to
satisfaction of the conditions set out in the Share Purchase Deed, including
the successful completion of the Offering, Haleon has agreed to carry out an
off-market purchase from Pfizer, and Pfizer has agreed to sell to Haleon,
Ordinary Shares having an aggregate purchase price of approximately £230
million (approximately $308 million) in an off-market transaction that will
close at the same time as, or as soon as reasonably practicable following, the
settlement of the Offering (the "Share Buyback"). The purchase price per
Ordinary Share to be paid by Haleon in the Share Buyback will be equal to the
offering price per Sale Share in the Offering.

Completion of the Offering and the Share Buyback is expected to reduce
Pfizer's interest in Haleon from approximately 22.6% to approximately 16.2% of
Haleon's issued share capital (excluding any shares held in treasury).

 

BofA Securities and Goldman Sachs International are acting as joint global
coordinators and joint bookrunners (the "Joint Global Coordinators"), Deutsche
Numis, HSBC and RBC Capital Markets are acting as joint bookrunners (the
"Joint Bookrunners") and Barclays, BNP PARIBAS, Mizuho, PNC Capital Markets
LLC and Siebert Williams Shank are acting as co-managers (the "Co-Managers",
and together with the Joint Global Coordinators and the Joint Bookrunners, the
"Managers") for the Offering.

Pfizer has undertaken to the Managers not to transfer or dispose of any of its
remaining equity securities in Haleon for 60 days from the date of settlement
of the Offering, subject to certain exceptions and waiver by the Joint Global
Coordinators.

Enquiries:

Joint Global Coordinators and Joint Bookrunners:

BofA
Securities
+44 (0)20 79953700

James Palmer

Andrew Briscoe

Lucrezia Lazzari

 

Goldman Sachs International                 +44 (0)20 7774
1000

Richard Cormack

Laura Vincent

Tom Hartley

 

Joint Bookrunners:

 

Deutsche
Numis
+44 (0) 20 7545 8000

Saadi Soudavar

Stephane Gruffat

Mark Hankinson

Jamie Loughborough

 

HSBC
+44 (0)20 7991 8888

Richard Fagan

Robert Baker

 

RBC Capital
Markets
+44 (0) 20 7653 4000

Angus Millar

Rupert Walford

Thomas Stockman

 

 

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole
responsibility of Pfizer.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security.

This announcement does not represent the announcement of a definitive
agreement to proceed with the Offering and, accordingly, there can be no
certainty that the Offering will proceed. Pfizer reserves the right not to
proceed with the Offering or to vary the terms of the Offering in any way.

The distribution of this announcement and the offer and sale of the Sale
Shares in certain jurisdictions may be restricted by law and persons into
whose possession this document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

The Sale Shares are not being offered to the public in any jurisdiction and
may not be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or offering
document relating to the Sale Shares in such jurisdiction. This announcement
is not an offer of securities for sale in any jurisdiction, including the
United States, Canada, South Africa, Australia or Japan.

No action has been taken by Pfizer, Merrill Lynch International ("BofA
Securities"), Goldman Sachs International, Deutsche Bank AG, acting through
its London branch (which is trading for these purposes as Deutsche Numis)
("Deutsche Numis"), HSBC Bank plc ("HSBC"), RBC Europe Limited ("RBC Capital
Markets"), Barclays Bank PLC ("Barclays"), BNP PARIBAS, Mizuho International
plc ("Mizuho"), PNC Capital Markets LLC, Siebert Williams Shank & Co., LLC
("Siebert Williams Shank") (collectively, the "Banks") or any of their
respective affiliates to permit an offering of the Sale Shares or possession
or distribution of this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such restrictions.

 

Neither this announcement nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or purchase whatsoever in
any jurisdiction and shall not constitute or form part of an offer to sell or
the solicitation of an offer to buy any securities in the United States or in
any other jurisdiction.  The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States absent
registration with the U.S. Securities and Exchange Commission or an exemption
from registration under the Securities Act. The securities referred to herein
may not be deposited in an unrestricted depositary receipt facility for 40
days following the commencement of the Offering or for so long as the
securities are "restricted securities" within the meaning of Rule 144 under
the Securities Act. Pfizer does not intend to register any part of the
Offering in the United States or to conduct a public offering in the United
States of the securities to which this announcement relates.

 

In member states of the European Economic Area (the "EEA"), this announcement
and any offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom
this announcement and any offer if made subsequently is directed exclusively
at persons who are "qualified investors" within the meaning of the UK
Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, and: (i)
who have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within
Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together with Qualified Investors
in the EEA being referred to herein as "Relevant Persons"). This document is
directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which this document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.

 

In addition, this announcement is not being distributed, nor has it been
approved for the purposes of Section 21 of the Financial Services and Markets
Act 2000 ("FSMA"), by a person authorised under FSMA.

 

In connection with the sale of the Sale Shares, any of the Banks and any of
their respective affiliates may take up a portion of the Sale Shares in the
Sale as a principal position at any stage at their sole discretion, inter
alia, to take account of the objectives of Pfizer, MiFID II requirements and
in accordance with allocation policies, and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such Sale Shares and
other securities of Haleon or related investments in connection with the Sale
or otherwise. Accordingly, references in this announcement to the Sale Shares
being sold, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, any of the Banks and any of their respective affiliates
acting in such capacity. In addition, any of the Banks and any of their
respective affiliates may enter into financing arrangements (including swaps
or contracts for differences) with investors in connection with which the
Banks and any of their respective affiliates may from time to time acquire,
hold or dispose of Ordinary Shares. The Banks do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

 

Any communications that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) are not any indications or assurances that the
book will remain covered or that the transaction and securities will be fully
distributed by the Banks.

 

None of the Banks or any of their respective affiliates or their or their
affiliates' directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to Pfizer, Haleon,
their respective subsidiaries or associated companies, whether written, oral
or in a visual or electronic form, and howsoever transmitted or made available
or for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.

 

Each of BofA Securities, Goldman Sachs International, HSBC and RBC Capital
Markets is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
Financial Conduct Authority ("FCA"). 'Deutsche Numis' is a trading name used
by certain investment banking businesses of Deutsche Bank AG, Numis Securities
Limited and Numis Europe Limited in the United Kingdom and Ireland. Deutsche
Bank AG is subject to supervision by the European Central Bank (ECB) and the
German Federal Financial Supervisory Authority (BaFin). With respect to
activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by
the PRA. It is subject to regulation by the FCA and limited regulation by the
PRA. BNP PARIBAS is authorised and regulated by the European Central Bank and
the French Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is
authorised by the PRA and is subject to regulation by the FCA and limited
regulation by the PRA. Each of the Banks is acting on behalf of Pfizer and no
one else in connection with any offering of the Sale Shares and will not be
responsible to any other person for providing the protections afforded to any
of its clients or for providing advice in relation to any offering of the Sale
Shares.

 

This announcement does not constitute a recommendation to acquire any Ordinary
Shares in Haleon. This announcement does not purport to identify or suggest
the risks (direct or indirect) which may be associated with an investment in
Haleon or its Ordinary Shares. Any investment must be made solely on the basis
of publicly available information, which has not been independently verified
by the Banks.

 

Disclosure Notice: The information contained in this release is as of 30
September 2024. Pfizer assumes no obligation to update forward-looking
statements contained in this announcement as a result of new information or
future events or developments.

 

This announcement contains forward-looking information about the Offering and
the Share Buyback, which are subject to substantial risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by such statements. Risks and uncertainties include, among other
things, risks related to the satisfaction of conditions to closing the
Offering and the Share Buyback; and uncertainties inherent in business and
financial planning, including, without limitation, risks related to Pfizer's
business and prospects, adverse developments in Pfizer's markets, or adverse
developments in the U.S. or global capital markets.

 

A further description of risks and uncertainties can be found in Pfizer's
Annual Report on Form 10-K for the fiscal year ended 31 December 2023, 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 (http://www.sec.gov) and www.pfizer.com
(http://www.pfizer.com) .

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