SC TO-T
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
ENCYSIVE PHARMACEUTICALS
INC.
(Name of Subject Company
(Issuer))
EXPLORER ACQUISITION
CORP.
(Offeror)
a wholly-owned subsidiary
of
PFIZER INC.
(Parent of Offeror)
(Names of Filing Persons
(identifying status as offeror, issuer or other
person))
Common Stock, $0.005 par value per share
(Title of Class of
Securities)
29256X107
(CUSIP Number of Class of
Securities)
Margaret M. Foran, Esq.
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
Phone
(212) 573-2323
(Name, address, and telephone
numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Raymond O. Gietz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$210,165,550
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$8,260
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(1) |
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Estimated for purposes of calculating the filing fee only. The
transaction valuation was calculated by adding the sum of
(i) 80,962,765 shares of common stock, par value
$0.005 per share, of Encysive Pharmaceuticals Inc. outstanding
multiplied by the offer price of $2.35 per share,
(ii) 777,079 shares of common stock, par value $0.005
per share, of Encysive Pharmaceuticals Inc., which were subject
to issuance pursuant to the exercise of outstanding options that
have an exercise price per share of less than $2.35, multiplied
by $2.35 and (iii) 7,692,305 shares of common stock,
par value $0.005 per share, of Encysive Pharmaceuticals Inc.,
which were subject to issuance pursuant to the exercise of
outstanding warrants, multiplied by $2.35. The calculation of
the filing fee is based on Encysive Pharmaceuticals Inc.’s
representation of its capitalization as of February 15,
2008. |
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(2) |
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The filing fee was calculated in accordance with
Rule 0-11
under the Securities Exchange Act of 1934 by multiplying the
transaction value by 0.00003930. |
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing. |
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Amount Previously Paid: None
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Filing Party: N/A
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Form of Registration No.: N/A
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Date Filed: N/A
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ Third-party
tender offer subject to
Rule 14d-1.
o Issuer
tender offer subject to
Rule 13e-4.
o Going-private
transaction subject to
Rule 13e-3.
o Amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer. o
This Tender Offer Statement on Schedule TO (which, together
with any amendments and supplements thereto, collectively
constitute this “Schedule TO”) is filed by
(i) Explorer Acquisition Corp., a Delaware corporation (the
“Purchaser”), and a wholly-owned subsidiary of Pfizer
Inc., a Delaware corporation (“Pfizer”), and
(ii) Pfizer. This Schedule TO relates to the offer
(the “Offer”) by the Purchaser to purchase all of the
outstanding shares of common stock, par value $0.005 per share
(including the associated preferred stock purchase rights, the
“Shares”), of Encysive Pharmaceuticals Inc., a
Delaware corporation (“Encysive”), at a purchase price
of $2.35 per Share (the “Offer Price”) net to the
seller in cash, without interest thereon and less any required
withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated March 4, 2008
(which, together with any amendments and supplements thereto,
collectively constitute the “Offer to Purchase”) and
in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1)(A) and (a)(1)(B).
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Item 1.
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Summary
Term Sheet.
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The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet” is incorporated
herein by reference.
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Item 2.
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Subject
Company Information.
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(a) The name of the subject company and the issuer of the
securities to which this Schedule TO relates is Encysive
Pharmaceuticals Inc., a Delaware corporation. Encysive’s
principal executive offices are located at 4848 Loop
Central Drive, Suite 700, Houston, Texas 77081.
Encysive’s telephone number at such address is
(713) 796-8822.
(b) This Schedule TO relates to the outstanding shares
of common stock, par value $0.005 per share, of Encysive.
Encysive has advised Pfizer that, on February 15, 2008,
there were 80,962,765 Shares issued and outstanding,
7,866,067 Shares reserved and available for issuance upon
or otherwise deliverable in connection with the exercise of
outstanding options, 7,692,305 Shares reserved and
available for issuance upon or otherwise deliverable in
connection with the exercise of outstanding warrants and
9,322,001 Shares reserved and available for issuance upon
conversion of Encysive’s 2.50% Convertible Notes due
2012.
(c) The information set forth in the section in the Offer
to Purchase entitled “Price Range of Shares;
Dividends” is incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person.
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This Schedule TO is filed by Pfizer and the Purchaser. The
information set forth in the sections of the Offer to Purchase
entitled “Certain Information Concerning Pfizer and the
Purchaser” and in Schedule I are incorporated herein
by reference.
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Item 4.
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Terms
of the Transaction.
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The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet,”
“Introduction”, “Certain Information Concerning
Pfizer and the Purchaser,” “Background of the Offer;
Past Contacts or Negotiations with Encysive,” “Purpose
of the Offer; Plans for Encysive” and “The Merger
Agreement,” respectively, is incorporated herein by
reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet,”
“Introduction,” “Price Range of Shares;
Dividends,” “Certain Effects of the Offer,”
“Purpose of the Offer; Plans for Encysive,” and
“The Merger Agreement,” respectively, is incorporated
herein by reference.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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The information set forth in the section of the Offer to
Purchase entitled “Source and Amount of Funds” is
incorporated herein by reference.
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Item 8.
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Interest
in Securities of the Subject Company.
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The information set forth in the sections of the Offer to
Purchase entitled “Certain Information Concerning Pfizer
and the Purchaser,” “Purpose of the Offer; Plans for
Encysive,” and “The Merger Agreement” is
incorporated herein by reference.
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Item 9.
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Persons/Assets
Retained, Employed, Compensated or Used.
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The information set forth in the section of the Offer to
Purchase entitled “Fees and Expenses” is incorporated
herein by reference.
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Item 10.
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Financial
Statements.
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Not applicable.
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Item 11.
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Additional
Information.
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(a)(1) The information set forth in the sections of the Offer to
Purchase entitled “Certain Information Concerning Pfizer
and the Purchaser,” “Background of the Offer; Past
Contacts or Negotiations with Encysive,” “Purpose of
the Offer; Plans for Encysive” and “The Merger
Agreement,” respectively, is incorporated herein by
reference.
(a)(2) The information set forth in the sections of the Offer to
Purchase entitled “Purpose of the Offer; Plans for
Encysive,” “Certain Conditions of the Offer” and
“Certain Legal Matters; Regulatory Approvals,”
respectively, is incorporated herein by reference.
(a)(3) The information set forth in the sections of the Offer to
Purchase entitled “Certain Conditions of the Offer”
and “Certain Legal Matters; Regulatory Approvals,”
respectively, is incorporated herein by reference.
(a)(4) The information set forth in the sections of the Offer to
Purchase entitled “Certain Effects of the Offer,”
“Source and Amount of Funds” and “Certain Legal
Matters; Regulatory Approvals,” respectively, is
incorporated herein by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase dated March 4, 2008.*
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute
Form W-9).*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
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(a)(5)(A)
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Joint Press Release issued by Pfizer and Encysive on
February 20, 2008, incorporated herein by reference to
Exhibit 99.1 to the
Schedule TO-C
filed by Pfizer on February 20, 2008.
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(a)(5)(B)
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Form of Summary Advertisement as published on March 4, 2008
in The Wall Street Journal.
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(a)(5)(C)
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Joint Press Release issued by Pfizer and Encysive on
March 4, 2008.
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Exhibit
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Exhibit Name
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(b)
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Not applicable.
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(d)(1)
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Agreement and Plan of Merger, dated as of February 20,
2008, by and among Encysive, Pfizer, and the Purchaser.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Included in mailing to stockholders. |
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Item 13.
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Information
required by
Schedule 13E-3.
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Not applicable.
3
SIGNATURE
After due inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
PFIZER INC.
Name: David Reid
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Title:
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Assistant Secretary
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EXPLORER ACQUISITION CORP.
Name: Lawrence Miller
Date: March 4, 2008
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase dated March 4, 2008.*
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute
Form W-9).*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
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(a)(5)(A)
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Joint Press Release issued by Pfizer and Encysive on
February 20, 2008, incorporated herein by reference to
Exhibit 99.1 to the
Schedule TO-C
filed by Pfizer on February 20, 2008.
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(a)(5)(B)
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Form of Summary Advertisement as published on March 4, 2008
in The Wall Street Journal.
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(a)(5)(C)
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Joint Press Release issued by Pfizer and Encysive on
March 4, 2008.
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(b)
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Not applicable.
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(d)(1)
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Agreement and Plan of Merger, dated as of February 20,
2008, by and among Encysive, Pfizer, and the Purchaser.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Included in mailing to stockholders. |
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