Last checked at 21 May 2014 11:49
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
AMENDMENT - CHANGES TO SECTION 3.3 AND SUPPLEMENTAL FORM
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | Pfizer Inc. ("Pfizer") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
| N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
| Pfizer Inc. |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeror |
(e) Date position held: | 9 May 2014 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | Yes, AstraZeneca PLC |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Shares of Common Stock (excluding treasury shares) | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None. |
Details, including nature of the rights concerned and relevant percentages: | N/A |
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
None.
|
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
See below.
|
3.1 Pfizer Directors
Name | Number of Shares of Common Stock held[1] | Percentage of total issued common stock (excluding treasury shares) |
Dennis A. Ausiello | 2,362 | 0.00% |
W. Don Cornwell | 1,759 | 0.00% |
Constance J. Horner | 18,334 | 0.00% |
James M. Kilts | 2,259 | 0.00% |
George A. Lorch | 24,126 | 0.00% |
Ian C. Read | 321,171[2] | 0.01% |
Suzanne M. Nora Johnson | 12,200 | 0.00% |
Stephen W. Sanger | 1,085 | 0.00% |
Marc Tessier-Lavigne | 104 | 0.00% |
3.2 Directors' Stock Awards and Options[3]
Ian C. Read holds the following stock units/awards:
Type of Award | Number held |
Restricted Stock Units [4] | 377,622 |
Performance Share Awards [5] | 363,099 |
Deferred [6] Restricted Stock Units | 545,027 |
Deferred Performance Share Awards | 191,130 |
Pfizer stock units held in the Nonfunded Deferred Compensation and Supplemental Savings Plan [7] | 170,011 |
Total Shareholder Return Units [8] | 5,372,015 |
Stock Options[9] | 275,000 |
The directors of Pfizer listed below hold the following stock awards:
Name | Number of Director Units[10] held |
Dennis A. Ausiello | 26,291 |
W. Don Cornwell | 98,929 |
Frances D. Fergusson | 35,451 |
Helen Hobbs | 29,038 |
Constance J. Horner | 135,183 |
James M. Kilts | 94,921 |
George A. Lorch | 97,003[11] |
Shantanu Narayen | 12,339 |
Suzanne M. Nora Johnson | 42,798 |
Stephen W. Sanger | 77,262 |
Marc Tessier-Lavigne | 23,671 |
3.3 Advisers to Pfizer[12]
Bank of America Merrill Lynch (Bank of America N.A. and U.S. Trust Co of Delaware)
Class of relevant security:
| Shares of Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 1,299,317 | 0.02% | Nil | |
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | 1,299,317 | 0.02% | Nil | |
J.P. Morgan (J.P. Morgan Securities LLC and J.P. Morgan Trust Company of Delaware)
Class of relevant security:
| Shares of Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 12,910,482 | 0.20% | 7,528,992 | 0.12% |
(2) Derivatives (other than options): | 3,432,511 | 0.05% | 1,336,116 | 0.02% |
(3) Options and agreements to purchase/sell: | 1,186,414 | 0.02% | 803,200 | 0.01% |
TOTAL: | 17,529,407 | 0.27% | 9,668,308 | 0.15% |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: |
None[13]
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | Yes |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 12 May 2014 |
| Contact name: | Chris Dickinson Geoff Iles |
| Telephone number: | +44 (0) 207 134 7302 +44 (0) 207 995 1930 |
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.[14]
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Identity of person whose open positions are being disclosed: | J.P. Morgan Securities LLC |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Pfizer Inc. |
2. OPTIONS AND DERIVATIVES
Class of relevant security | Product description | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit (USD) | Type
| Expiry date |
Shares of Common Stock | Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Call Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Down & In Put Option Accumulator Maturity Observation Note Range Accrual Note Range Accrual Note Range Accrual Note Range Accrual Note Maturity Observation Note Maturity Observation Note
| Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written Written
Written Written Written Written Purchased
Written | 100 100 100 200 200 300 600 600 600 700 800 800 900 1,000 1,000 1,600 1,700 1,900 2,100 2,300 2,700 3,300 3,800 3,900 4,700 7,000 8,300 12,700 13,200 24,100 25,700 27,600 28,700 52,600 57,100 64,741 66,400 81,481 111,800 269,500 100 100 1,500 2,200 2,300 2,800 4,400 4,700 8,400 14,300 19,000 20,000 21,800 25,000 25,900 43,900 63,800 71,600 82,300 88,900 100 100 200 200 200 200 300 400 400 500 800 800 1,500 1,900 2,500 4,100 4,600 5,100 5,900 6,700 6,800 7,400 8,200 16,700 18,000 23,800 32,600 36,000 114,200 100 300 400 500 500 1,400 2,000 2,000 3,700 4,100 4,600 5,100 5,300 7,000 7,400 7,800 12,700 13,000 13,500 29,100 29,600 33,100 100,000 16,292 60,480 17,626
10,710 17,730 10,512 15,380 58,450
105,000 | 28.0000 30.0000 31.0000 29.0000 33.0000 30.0000 31.0000 31.0000 40.0000 37.0000 28.0000 35.0000 31.0000 31.0000 36.0000 31.0000 30.0000 29.0000 37.0000 30.0000 33.0000 36.0000 28.0000 25.0000 34.0000 29.0000 34.0000 33.0000 30.0000 27.0000 35.0000 34.0000 30.0000 31.0000 32.0000 36.1000 32.0000 33.6500 30.0000 32.0000 30.0000 36.0000 32.0000 27.0000 37.0000 32.0000 33.0000 29.0000 33.0000 33.0000 35.0000 31.0000 35.0000 30.0000 32.0000 32.0000 29.0000 35.0000 32.0000 35.0000 29.0000 29.5000 26.0000 26.0000 29.5000 30.0000 22.0000 24.0000 25.0000 35.0000 23.0000 28.0000 25.0000 27.0000 27.0000 31.0000 25.0000 32.0000 30.0000 30.0000 27.0000 29.0000 28.0000 30.0000 28.0000 29.0000 25.0000 35.0000 30.0000 33.0000 35.0000 28.0000 20.0000 34.0000 33.0000 28.0000 31.0000 30.0000 32.0000 29.0000 32.0000 33.0000 29.0000 30.0000 27.0000 28.5000 31.0000 32.0000 31.0000 32.0000 32.0000 27.0000 30.6900 N/A N/A
N/A N/A N/A N/A N/A
N/A
| American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American European American European American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American American N/A N/A
N/A N/A N/A N/A N/A
N/A
| 19/12/14 18/07/14 30/05/14 18/07/14 19/12/14 19/12/14 15/08/14 19/12/14 16/01/15 19/09/14 19/09/14 19/12/14 23/05/14 18/07/14 19/12/14 19/09/14 19/09/14 19/12/14 19/12/14 23/05/14 15/08/14 19/09/14 20/06/14 16/01/15 16/05/14 16/05/14 20/06/14 20/06/14 16/05/14 16/01/15 19/09/14 19/09/14 20/06/14 20/06/14 16/05/14 10/06/14 20/06/14 22/07/14 16/01/15 16/05/14 30/05/14 16/05/14 15/08/14 19/09/14 20/06/14 18/07/14 19/09/14 19/09/14 16/05/14 18/07/14 20/06/14 16/05/14 16/05/14 06/06/14 19/12/14 19/09/14 20/06/14 16/01/15 16/01/15 19/09/14 23/05/14 30/05/14 20/06/14 19/09/14 23/05/14 19/12/14 16/01/15 19/12/14 19/12/14 16/05/14 20/06/14 19/09/14 19/09/14 19/09/14 16/01/15 20/06/14 20/06/14 20/06/14 19/09/14 30/05/14 16/05/14 16/05/14 18/07/14 20/06/14 20/06/14 19/09/14 16/01/15 16/01/15 16/05/14 19/09/14 19/12/14 15/08/14 16/01/15 18/07/14 20/06/14 16/05/14 15/08/14 16/01/15 19/09/14 20/06/14 18/07/14 16/05/14 18/07/14 18/07/14 20/06/14 30/05/14 18/07/14 16/05/14 16/05/14 19/12/14 16/01/15 16/01/15 06/10/14 23/04/15 27/05/14
08/09/14 08/09/14 08/09/14 21/04/15 02/09/14
02/09/14 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood: |
|
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
[1] Includes shares of Pfizer common stock held by the directors and, to their knowledge after inquiry, their close relatives (whether directly or in trust).
[2] Includes 9,614 shares held in the Pfizer Savings Plan ("PSP"), which is a U.S. tax qualified 401(k) plan. PSP participants receive company matching contributions in, and can also defer participant contributions into, a fund comprised of Pfizer stock which is unitized.
[3] For further information regarding the directors' stock awards and options, see Pfizer's Proxy Statement for its 2014 Annual Meeting of Shareholders, which was filed with the U.S. Securities and Exchange Commission on March 13, 2014 and which is not incorporated into, and does not form part of, this announcement.
[4] When vested, Restricted Stock Units ("RSUs") entitle the holder to receive a specified number of shares of Pfizer common stock, including shares resulting from dividend equivalents paid on such RSUs. In virtually all instances, the RSUs vest after three years of continuous service from the grant date.
[5] Performance Share Awards ("PSAs") vest after three years of continuous service from the grant date. The number of shares paid, including shares resulting from dividend equivalents, depends upon the achievement of predetermined goals related to Pfizer's total share return as compared to an industry peer group, for the three-year performance period from the year of the grant date.
[6] "Deferred" means that the RSU or PSA has vested, but was deferred. Deferred PSAs and RSUs may only be deferred into the Pfizer stock unit fund under the Pfizer Inc. Deferred Compensation Plan. The Pfizer stock unit fund is credited with dividend equivalent units which are reinvested.
[7] The Nonfunded Deferred Compensation and Supplemental Savings Plan extends the PSP, on a non-qualified basis, for deferral of compensation in excess of the tax code limitations under the same terms.
[8] Total Shareholder Return Units ("TSRUs") entitle the holders to receive a number of shares of Pfizer common stock with a value equal to the difference between the defined settlement price and the grant price, plus the dividends accumulated during the five-year or seven-year term, if and to the extent the total value is positive. The settlement price is the average closing price of Pfizer common stock during the 20 trading days ending on the fifth or seventh anniversary of the grant as applicable; the grant price is the closing price of Pfizer common stock on the date of the grant. The TSRUs are automatically settled on the fifth or seventh anniversary of the grant but vest on the third anniversary of the grant, after which time there is no longer a risk of forfeiture.
[9] Stock options, when vested, entitle the holder to purchase a specified number of shares of Pfizer common stock at a price per share equal to the closing market price of Pfizer common stock on the date of grant.
[10] Director units (each equivalent to a share of Pfizer common stock) are awarded under Pfizer's Director compensation program. Units are not payable until the Director ceases to be a member of the Board, at or after which time they are paid in cash or in shares of Pfizer stock at the Director's election.
[11] Includes 16,335 units resulting from the conversion into Pfizer units of previously deferred Warner-Lambert director compensation under the Warner-Lambert 1996 Stock Plan.
[12] The information in this section was provided to Pfizer by the relevant adviser
[13] Pfizer has entered into contracts with various financial institutions in connection with its ongoing share repurchase program whereby those financial institutions agree to purchase shares of Pfizer common stock (up to a certain aggregate dollar amount) during a specified time period.
[14] The information in this section was provided to Pfizer by J.P. Morgan Securities LLC.