Pfizer to Acquire Array BioPharma
June 17, 2019
—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
NEW YORK & BOULDER, Colo.–(BUSINESS WIRE)–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.
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.
Contacts
Pfizer Inc.
Investor Relations:
Chuck Triano
+1 (212)
733-3901
[email protected]
Media Relations:
Patricia Kelly
+1 (212) 733-3810
[email protected]
Array BioPharma Inc.
Investor Relations:
Andrea N. Flynn, Ph.D.
Senior
Director, Investor Relations
& Corporate Communications
+1
(303) 381-6600
[email protected]
Media Relations:
Erika Hackmann
Y&R PR, Media Relations
+1
(917) 538-3375
[email protected]