REG - J.P. Morgan Sec PLC Haleon PLC - PROPOSED OFFERING IN HALEON PLC BY PFIZER INC.

HALEONAnnouncement

14/01/2025 16:45

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RNS Number : 3122T  J.P. Morgan Securities PLC.  14 January 2025

Not for publication, release, transmission, forwarding or distribution,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.

 

14 January 2025: Pfizer Inc. ("Pfizer") today announces that it intends to
sell approximately 700 million ordinary shares ("Ordinary Shares") in Haleon
plc ("Haleon"), representing approximately 7.7% 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.

Completion of the Offering is expected to reduce Pfizer's interest in Haleon
from approximately 15.0% to approximately 7.3% of Haleon's issued ordinary
shares with voting rights.

J.P. Morgan and Morgan Stanley are acting as joint global coordinators and
joint bookrunners (the "Joint Global Coordinators"), HSBC, BNP PARIBAS, Mizuho
and UBS are acting as joint bookrunners (the "Joint Bookrunners") and BofA
Securities, Deutsche Numis, Goldman Sachs International and Loop Capital
Markets 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:

J.P.
Morgan
+44 (0) 20 7742 4000

Jeremy Meilman

Alex Watkins

Virginie De Grivel Nigam

 

Morgan Stanley
                                 +44 (0) 20
7425 8000

James Talbot

Emma Whitehouse

James Manson-Bahr

 

Joint Bookrunners:

HSBC
            +44 (0) 20 7991 8888

Richard Fagan

Robert Baker

Pushpjit Singh Malik

 

BNP PARIBAS
                                    +44 (0)
20 7595 2000

Tom Snowball

Deepak Sran

 

Mizuho
                        +44 (0) 20 7090 6269

Jonathan Murray

Yuichiro Yashiro

 

UBS
                        + 44 (0) 20 7567 8000

Gareth McCartney

Alex Bloch

Ashley Wood

 

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, J.P. Morgan Securities plc ("J.P.
Morgan"), Morgan Stanley & Co. International plc ("Morgan Stanley"), HSBC
Bank plc ("HSBC"), BNP PARIBAS, Mizuho International plc ("Mizuho"), UBS AG
London Branch ("UBS"), Merrill Lynch International ("BofA Securities"),
Deutsche Bank AG, acting through its London branch (which is trading for these
purposes as Deutsche Numis) ("Deutsche Numis"), Goldman Sachs International
and Loop Capital Markets LLC ("Loop Capital Markets") (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 J.P. Morgan, Morgan Stanley, HSBC and Mizuho 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"). BNP PARIBAS is authorised and regulated by the European Central Bank
and the Autorité de contrôle prudentiel et de resolution, and is authorised
by the PRA and is subject to regulation by the FCA and limited regulation by
the PRA in the United Kingdom. UBS is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland, and is authorised by
the PRA and subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom. 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 14
January 2025. 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,
which is 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 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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