—Proposed acquisition strengthens Pfizer’s innovative
biopharmaceutical business and is expected to accelerate its growth
trajectory particularly in the long term
—Opportunity to strengthen category leadership in Oncology
with the addition of a breakthrough combination of BRAF/MEK
inhibitors under investigation for a potential first-in-class
therapy for patients with BRAF-mutant metastatic colorectal
cancer
—Expands Pfizer’s pipeline with multiple high-potential
targeted investigational cancer therapies and adds a large
portfolio of royalty-generating out-licensed medicines
—Plans to maintain highly productive research unit in Boulder
to complement Pfizer’s research hubs
—Transaction valued at $48 per Array share in cash, for a
total enterprise value of approximately $11.4 billion
Pfizer Inc. (NYSE: PFE) and Array BioPharma Inc. (NASDAQ: ARRY)
today announced that they have entered into a definitive merger
agreement under which Pfizer will acquire Array, a commercial stage
biopharmaceutical company focused on the discovery, development and
commercialization of targeted small molecule medicines to treat
cancer and other diseases of high unmet need. Pfizer has agreed to
acquire Array for $48 per share in cash, for a total enterprise
value of approximately $11.4 billion. The Boards of Directors of
both companies have approved the merger.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20190617005373/en/
Array’s portfolio includes the approved combined use of
BRAFTOVI® (encorafenib) and MEKTOVI® (binimetinib) for the
treatment of BRAFV600E or BRAFV600K mutant unresectable
or metastatic melanoma. The combination therapy has significant
potential for long-term growth via expansion into additional areas
of unmet need and is currently being investigated in over 30
clinical trials across several solid tumor indications, including
the Phase 3 BEACON trial in BRAF-mutant metastatic colorectal
cancer (mCRC).
In the U.S., colorectal cancer is the third most common type of
cancer in men and women. An estimated 140,250 patients were
diagnosed with cancer of the colon or rectum in 2018, and
approximately 50,000 are estimated to die of their disease each
year.1 BRAF mutations are estimated to occur in up to 15% of
colorectal cancer cases and represent a poor prognosis for these
patients.
“Today’s announcement reinforces our commitment to deploy our
capital to bring breakthroughs that change patients’ lives while
creating shareholder value,” said Albert Bourla, chief executive
officer of Pfizer. “The proposed acquisition of Array strengthens
our innovative biopharmaceutical business, is expected to enhance
its long-term growth trajectory, and sets the stage to create a
potentially industry-leading franchise for colorectal cancer
alongside Pfizer’s existing expertise in breast and prostate
cancers.”
In addition to the combination therapy for BRAF-mutant
metastatic melanoma, Array brings a broad pipeline of targeted
cancer medicines in development, as well as a portfolio of
out-licensed potentially best-in-class and/or first-in-class
medicines, which are expected to generate significant royalties
over time.
“We are incredibly proud that Pfizer has recognized the value
Array has brought to patients and our remarkable legacy discovering
and advancing molecules with great potential to impact and extend
the lives of patients in critical need,” said Ron Squarer, Array
chief executive officer. “Pfizer shares our commitment to patients
and a passion for advancing science to develop even more options
for individuals with unmet needs. We’re excited our team will have
access to world-class resources and a broader research platform to
continue this critical work.”
In May 2019, Array announced results from the interim analysis
of the Phase 3 BEACON mCRC trial: The second-or-third-line
treatment with the BRAFTOVI triplet combination (BRAFTOVI + MEKTOVI
+ cetuximab) showed statistically significant improvement in
overall response rate and overall survival compared to the control
group, reducing the risk of death by 48%. The triplet combination
could be the first chemotherapy-free, targeted regimen for patients
with BRAF-mutant mCRC. Array intends to submit these data for
regulatory review in the United States in the second half of
2019.
“We are very excited by Array’s impressive track record of
successfully discovering and developing innovative small-molecules
and targeted cancer therapies,” said Mikael Dolsten, Pfizer chief
scientific officer and president, Worldwide Research, Development
and Medical. “With Array’s exceptional scientific talent and
innovative pipeline, combined with Pfizer’s leading research and
development capabilities, we reinforce our commitment to advancing
the most promising science, regardless of whether it is found
inside or outside of our labs.”
Upon the close of the transaction, Array’s employees will join
Pfizer and continue to be located in Cambridge, Massachusetts and
Morrisville, North Carolina, as well as Boulder, Colorado, which
becomes part of Pfizer’s Oncology Research & Development
network in addition to La Jolla, California and Pearl River, New
York.
Pfizer expects to finance the majority of the transaction with
debt and the balance with existing cash. The transaction is
expected to be dilutive to Pfizer’s Adjusted Diluted EPS by $0.04
-$0.05 in 2019, $0.04 -$0.05 in 2020, neutral in 2021, and
accretive beginning in 2022, with additional accretion and growth
anticipated thereafter. Pfizer will provide any appropriate updates
to its current 2019 guidance in conjunction with its third quarter
2019 earnings release.
Under the terms of the merger agreement, a subsidiary of Pfizer
will commence a cash tender offer to purchase all outstanding
shares of Array common stock for $48 per share in cash for a total
enterprise value of approximately $11.4 billion. The closing of the
tender offer is subject to customary closing conditions, including
regulatory approvals and the tender of a majority of the
outstanding shares of Array common stock (on a fully-diluted
basis). The merger agreement contemplates that Pfizer will acquire
any shares of Array that are not tendered into the offer through a
second-step merger, which will be completed promptly following the
closing of the tender offer. Pfizer expects to complete the
acquisition in the second half of 2019.
Pfizer’s financial advisors for the transaction were Guggenheim
Securities, LLC, and Morgan Stanley & Co. LLC, with Wachtell,
Lipton, Rosen & Katz acting as its legal advisor.
Centerview Partners served as Array’s exclusive financial advisor,
while Skadden, Arps, Slate, Meagher & Flom LLP served as its
legal advisor.
Conference Call
Pfizer Inc. invites investors and the general public to view and
listen to a webcast of a live conference call with investment
analysts at 9:00 a.m. EDT on Monday, June 17, 2019.
To view and listen to the webcast visit Pfizer’s web site at
www.pfizer.com/investors or directly at
https://www.webcaster4.com/Webcast/Page/748/30866. Information on
accessing and pre-registering for the webcast will be available at
www.pfizer.com/investors beginning today. Participants are advised
to pre-register in advance of the conference call.
You can listen to the conference call by dialing either (855)
895-8759 in the United States or Canada or (503) 343-6044 outside
of the United States and Canada. The password is “Analyst Call.”
Please join the call five minutes prior to the start time to avoid
operator hold times.
Pfizer Inc.: Breakthroughs that change patients’
lives
At Pfizer, we apply science and our global resources to bring
therapies to people that extend and significantly improve their
lives. We strive to set the standard for quality, safety and value
in the discovery, development and manufacture of health care
products. Our global portfolio includes medicines and vaccines as
well as many of the world’s best-known consumer health care
products. Every day, Pfizer colleagues work across developed and
emerging markets to advance wellness, prevention, treatments and
cures that challenge the most feared diseases of our time.
Consistent with our responsibility as one of the world’s premier
innovative biopharmaceutical companies, we collaborate with health
care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world.
For more than 150 years, we have worked to make a difference for
all who rely on us. We routinely post information that may be
important to investors on our website at www.Pfizer.com. In
addition, to learn more, please visit us on www.Pfizer.com and
follow us on Twitter at @Pfizer and @Pfizer_News, LinkedIn, YouTube
and like us on Facebook at Facebook.com/Pfizer.
About Array BioPharma
Array BioPharma Inc. is a fully integrated
biopharmaceutical company focused on the discovery, development and
commercialization of transformative and well-tolerated targeted
small molecule drugs to treat patients afflicted with cancer and
other high-burden diseases. Array markets
BRAFTOVI® (encorafenib) capsules in combination with
MEKTOVI® (binimetinib) tablets for the treatment of patients
with unresectable or metastatic melanoma with
a BRAFV600E or BRAFV600Kmutation in the United
States and with partners in other major worldwide markets.
Array's lead clinical programs, encorafenib and binimetinib, are
being investigated in over 30 clinical trials across a number of
solid tumor indications, including a Phase 3 trial
in BRAF-mutant metastatic colorectal cancer. Array's pipeline
includes several additional programs being advanced by Array or
current license-holders, including the following programs currently
in registration trials: selumetinib (partnered
with AstraZeneca), LOXO-292 (partnered with Eli Lilly),
ipatasertib (partnered with Genentech), tucatinib (partnered
with Seattle Genetics) and ARRY-797.
Vitrakvi® (larotrectinib, partnered with Bayer AG) is
approved in the United States and
Ganovo® (danoprevir, partnered with Roche) is approved
in China. For more information on Array, please
visit http://www.ArrayBioPharma.com or follow @ArrayBioPharma
on Twitter and LinkedIn.
Disclosure Notice
The information contained in this release is as of June 17,
2019. Neither Pfizer nor Array assumes any obligation to update
forward-looking statements contained in this release as the result
of new information or future events or developments.
This release, and statements on the accompanying conference
call, contain forward-looking information related to Pfizer, Array
and the proposed acquisition of Array by Pfizer that involves
substantial risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such
statements. Forward-looking statements in this release and the
accompanying call include, among other things, statements about the
potential benefits of the proposed acquisition, anticipated
royalties, earnings dilution and accretion, and growth, Pfizer’s
and Array’s plans, objectives, expectations and intentions, the
financial condition, results of operations and business of Pfizer
and Array, the BRAF/MEK combination and Array’s other pipeline and
portfolio assets, the anticipated timing of closing of the proposed
acquisition and expected plans for financing the proposed
acquisition. Risks and uncertainties include, among other things,
risks related to the satisfaction or waiver of the conditions to
closing the proposed acquisition (including the failure to obtain
necessary regulatory approvals) in the anticipated timeframe or at
all, including uncertainties as to how many of Array’s stockholders
will tender their shares in the tender offer and the possibility
that the acquisition does not close; the possibility that competing
offers may be made; risks related to obtaining the requisite
consents to the acquisition, including, without limitation, the
timing (including possible delays) and receipt of regulatory
approvals from various governmental entities (including any
conditions, limitations or restrictions placed on these approvals
and the risk that one or more governmental entities may deny
approval); risks related to the ability to realize the anticipated
benefits of the proposed acquisition, including the possibility
that the expected benefits and accretion from the proposed
acquisition will not be realized or will not be realized within the
expected time period; the risk that the businesses will not be
integrated successfully; disruption from the transaction making it
more difficult to maintain business and operational relationships;
negative effects of this announcement or the consummation of the
proposed acquisition on the market price of Pfizer's common stock,
Pfizer’s credit ratings and/or Pfizer’s operating results;
significant transaction costs; unknown liabilities; the risk of
litigation and/or regulatory actions related to the proposed
acquisition; other business effects, including the effects of
industry, market, economic, political or regulatory conditions;
future exchange and interest rates; changes in tax and other laws,
regulations, rates and policies; future business combinations or
disposals; the uncertainties inherent in research and development,
including the ability to meet anticipated clinical endpoints,
commencement and/or completion dates for clinical trials,
regulatory submission dates, regulatory approval dates and/or
launch dates, as well as the possibility of unfavorable new
clinical data and further analyses of existing clinical data; the
risk that clinical trial data are subject to differing
interpretations and assessments by regulatory authorities; whether
regulatory authorities will be satisfied with the design of and
results from Pfizer’s and Array’s clinical studies; whether and
when drug applications may be filed in any jurisdictions for any
potential indication for the BRAF/MEK combination or any other of
Pfizer’s or Array’s pipeline assets; whether and when any such
applications may be approved by regulatory authorities, which will
depend on myriad factors, including making a determination as to
whether the product's benefits outweigh its known risks and
determination of the product's efficacy and, if approved, whether
any such products will be commercially successful; decisions by
regulatory authorities impacting labeling, manufacturing processes,
safety and/or other matters that could affect the availability or
commercial potential of any such products; and competitive
developments.
A further description of risks and uncertainties relating to
Pfizer and Array can be found in Pfizer’s Annual Report on Form
10-K for the fiscal year ended December 31, 2018 and in Array’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2018,
respectively, and in their subsequent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, all of which are filed with
the U.S. Securities and Exchange Commission (the “SEC”) and
available at www.sec.gov.
Pfizer calculates projections regarding the expected dilutive
and accretive impact of the potential acquisition based on internal
forecasts of Adjusted Diluted Earnings Per Share (Adjusted Diluted
EPS), which forecasts are non-Generally Accepted Accounting
Principles (GAAP) financial measures derived by excluding certain
amounts that would be included in GAAP calculations. These
dilution/accretion projections should not be considered a
substitute for GAAP measures. The determinations of the amounts
that are excluded from the dilution/accretion calculations are a
matter of management judgment and depend upon, among other factors,
the nature of the underlying expense or income amounts. Pfizer is
unable to present quantitative reconciliations because management
cannot reasonably predict with reasonable certainty all of the
necessary components of the comparable GAAP measure (such as the
ultimate outcome of pending litigation, unusual or significant
gains and losses, acquisition-related expenses, net gains or losses
on investments in equity securities and potential future asset
impairments) without unreasonable effort. These items are
uncertain, depend on various factors, and could have a material
impact on GAAP Reported results for the relevant periods. Pfizer
has excluded from the dilution/accretion calculations the impact of
purchase accounting adjustments, acquisition-related costs,
discontinued operations and certain significant items. Such items
can have a substantial impact on GAAP measures of financial
performance. For more information on the Adjusted Diluted EPS
measure see Pfizer’s 2018 Financial Report, which was filed as
exhibit 13 to Pfizer’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2018 and Pfizer’s Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2019.
Additional Information and Where to
Find It
The tender offer referenced in this press release has not yet
commenced. This press release is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell securities, nor is it a substitute for the tender offer
materials that Pfizer and its acquisition subsidiary will file with
the SEC. The solicitation and offer to buy Array stock will only be
made pursuant to an Offer to Purchase and related tender offer
materials. At the time the tender offer is commenced, Pfizer and
its acquisition subsidiary will file a tender offer statement on
Schedule TO and thereafter Array will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. ARRAY STOCKHOLDERS ARE URGED TO READ
THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF ARRAY SECURITIES
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR SECURITIES. The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, will be made available
to all holders of Array stock at no expense to them. The tender
offer materials and the Solicitation/Recommendation Statement will
be made available for free at the SEC’s website at www.sec.gov.
Additional copies may be obtained for free by contacting Pfizer or
Array. Copies of the documents filed with the SEC by Array will be
available free of charge on Array’s internet website at
http://investor.ArrayBioPharma.com/sec-filings or by contacting
Array’s Investor Relations Department at (303) 381-6600. Copies of
the documents filed with the SEC by Pfizer will be available free
of charge on Pfizer’s internet website at
https://investors.Pfizer.com/financials/sec-filings/default.aspx or
by contacting Pfizer’s Investor Relations Department at (212)
733-2323.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Pfizer and Array each
file annual, quarterly and current reports and other information
with the SEC. You may read and copy any reports or other
information filed by Pfizer or Array at the SEC public reference
room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public
reference room. Pfizer’s and Array’s filings with the SEC are also
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at http://www.sec.gov.
1
https://www.cancer.org/content/dam/cancer-org/research/cancer-facts-and-statistics/annual-cancer-facts-and-figures/2018/cancer-facts-and-figures-2018.pdf
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190617005373/en/
Pfizer Inc.Investor Relations:Chuck Triano+1 (212)
733-3901Charles.E.Triano@Pfizer.com
Media Relations:Patricia Kelly+1 (212)
733-3810Patricia.Kelly@Pfizer.com
Array BioPharma Inc.Investor Relations:Andrea N. Flynn,
Ph.D.Senior Director, Investor Relations& Corporate
Communications+1 (303) 381-6600IR@ArrayBioPharma.com
Media Relations:Erika HackmannY&R PR, Media Relations+1
(917) 538-3375Erika.Hackmann@YR.com
Pfizer (NYSE:PFE)
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