Haleon plc:
purchase of
approximately £315m in shares from Pfizer alongside closing of
Secondary Global Offering by Pfizer in Haleon
21
March 2024: Haleon plc ("Haleon")
has today announced that it has repurchased 102,272,727 ordinary
shares ("Ordinary Shares") from Pfizer Inc. ("Pfizer") at an
aggregate price of approximately £315 million (the "Share
Buyback"). Haleon intends to cancel the repurchased Ordinary
Shares. The Share Buyback was undertaken in accordance with the
terms of the Share Purchase Deed between Haleon and Pfizer approved
by Haleon's shareholders at its 2023 Annual General Meeting. The
Share Buyback represents approximately £315 million of the £500
million in aggregate that Haleon expects to allocate to share
buybacks in 2024, as disclosed in its 2023 Full Year Results on 29
February 2024. All prior guidance, including on capital allocation,
remains unchanged.
The Share Buyback was made alongside
the closing of the global offering (the "Global Offer") by Pfizer
of 790,554,820 Haleon ordinary shares, including 196,554,820
Ordinary Shares in the form of American Depositary Shares, each
representing two Ordinary Shares ("ADSs", and together with the
Ordinary Shares, the "Securities"). Following the Global Offer the
remaining Pfizer shares in Haleon will be subject to a lock up
period of 90 days in favour of Citigroup and Morgan Stanley,
subject to customary exceptions and to waiver.
Following completion of the Share
Buyback, and the subsequent cancellation of the repurchased
Ordinary Shares:
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the total number of Ordinary Shares
issued by Haleon with rights to vote will be 9,132,301,104,
representing a reduction in the number of Ordinary Shares with
rights to vote of 102,272,727 or 1.1%; and
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Pfizer's interest in Haleon will
reduce from 32% to approximately 22.6% of Haleon's issued Ordinary
Shares with rights to vote.
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Brian McNamara, Chief Executive Officer of Haleon
commented: "Our participation in Pfizer's global offering is an important
step for Haleon, reflecting confidence in our outlook and the great
progress we've made on deleveraging since listing. It is also
consistent with the capital allocation priorities we shared with
our Full Year Results in February. Looking ahead, we are confident
that the continued delivery of our strategy for growth will help
drive superior shareholder returns".
Citigroup and Morgan Stanley served
as Joint Global Coordinators and Joint Bookrunners of the Global
Offer. Barclays, J.P. Morgan and UBS Investment Bank served as
Joint Bookrunners of the Global Offer (together with the Joint
Global Coordinators, the "Banks").
Haleon has filed a registration
statement (the "Registration Statement") with the U.S. Securities
and Exchange Commission for the Securities to which this
communication relates. The Global Offer was made only by means of a
written prospectus and prospectus supplement that form a part of
the Registration Statement. You may obtain these documents for free
by visiting the SEC website at www.sec.gov. Copies of the prospectus supplement and accompanying
prospectus related to the Global Offer may also be obtained from
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, by telephone at 1-800-831-9146, Morgan
Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY
10014 Attn: Prospectus Department, Barclays at: Barclays Capital
Inc., c/o Broadridge Financial Solutions 1155 Long Island Avenue
Edgewood, NY 11717, Barclaysprospectus@broadridge.com
((888) 603-5847), J.P. Morgan at: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204,
or by emailing at prospectus-eq_fi@jpmchase.com
and UBS Investment Bank at: UBS Securities LLC,
Prospectus Department, 1285 Avenue of the Americas, New York, NY
10019, by telephone at (888) 827-7275 or by emailing
ol-prospectus-request@ubs.com.
This announcement shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these Securities in any state or
other jurisdiction in which, or to any person to whom, such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction. The distribution or communication of this
announcement or the prospectus supplement related to the Global
Offer in certain jurisdictions may be restricted by law. Any offer
may be withdrawn or revoked, without obligation or commitment of
any kind, at any time prior to notice of its acceptance given after
the effective date.
About Haleon
Haleon (LSE / NYSE: HLN) is a global
leader in consumer health, with a purpose to deliver better
everyday health with humanity. Haleon's product portfolio spans
five major categories - Oral Health, Pain Relief, Respiratory
Health, Digestive Health and Other, and Vitamins, Minerals and
Supplements (VMS). Its long-standing brands - such as Advil,
Sensodyne, Panadol, Voltaren, Theraflu, Otrivin, Polident,
parodontax and Centrum - are built on trusted science, innovation
and deep human understanding.
For more information, please
visit www.haleon.com.
Cautionary note regarding forward-looking
statements
Certain statements contained in this
announcement are, or may be deemed to be, "forward-looking
statements" (including for purposes of the safe harbor provisions
for forward-looking statements contained in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Forward-looking statements give Haleon's
current expectations, projections, intentions or beliefs about
future events, including strategic initiatives and future financial
condition and performance, and so actual results may differ
materiality from what is expressed or implied by the statements.
These statements sometimes use words such as "expects",
"anticipates", "believes", "targets", "plans", "intends", "aims",
"projects", "estimates", "indicates", "may", "might", "will",
"should", "potential", "could" and other words of similar meaning
(or the negative thereof). These forward-looking statements include
all matters that are not historical or current facts. In
particular, these include, but are not limited to, statements
relating to the consummation of the proposed Global Offer by
Pfizer, the Share Buyback, and the risks identified, or
incorporated by reference, any prospectus supplement or
accompanying prospectus.
Any forward-looking statements made
by or on behalf of Haleon speak only as of the date they are made
and are based upon the knowledge and information available to
Haleon on the date of this announcement. These statements and views
may be based on a number of assumptions and, by their nature,
involve known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may
or may not occur in the future and/or are beyond Haleon's control
or precise estimate. Subject to our obligations under English and
U.S. law in relation to disclosure and ongoing information, we
undertake no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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This announcement and its contents
are directed only at (A) "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (as amended) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018; and (B)
(i) persons who have professional experience in
matters relating to investments falling within Article 19 of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), or (ii) high net worth entities and other
persons to whom it can otherwise lawfully be communicated falling
within Article 49(2)(a) to (d) of the Order, all such persons in
(A) and (B) together being referred to as "relevant persons". This
announcement must not be acted on or relied on in the United
Kingdom by persons who are not relevant persons. Any investment
activity to which this announcement relates is available in the
United Kingdom only to relevant persons and will be engaged in only
with relevant persons.
In the European Economic Area (the
"EEA"), this announcement is addressed only to and directed only
at, persons in member states who are "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as
amended) ("Qualified Investors"). This announcement must not be
acted on or relied on in the EEA by persons who are not Qualified
Investors. Any investment activity to which this announcement
relates is available in the EEA only to Qualified Investors and
will be engaged in only with Qualified Investors.
The Banks are acting exclusively for
Pfizer and no one else in connection with the Global Offer. None of
the Banks will regard any other person (whether or not a recipient
of this announcement) as a client in relation to the Global Offer
and will not be responsible to anyone other than Pfizer for
providing the protections afforded to their respective clients nor
for giving advice in relation to the Global Offer or any
transaction or arrangement referred to in this announcement. No
information in this announcement should be construed as providing
financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax
and other advisers in evaluating any potential investment
opportunity.
In connection with the Global Offer,
each of the Banks and any of their respective affiliates, acting as
investors for their own accounts, may purchase Securities and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Securities and other
securities of Haleon or related investments in connection with the
Global Offer or otherwise. Accordingly, references in the final
prospectus supplement to the Securities being offered, subscribed,
issued, acquired, sold, placed or otherwise dealt in should be read
as including any offer, subscription, issue, sale, acquisition,
placing or dealing in the Securities by any of the Banks and any of
their affiliates acting as investors for their own accounts. In
addition, certain of the Banks or their affiliates may enter into
financing arrangements and swaps in connection with which they or
their affiliates may from time to time acquire, hold or dispose of
Securities. None of the Banks nor any of their respective
affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.