Proposed acquisition offers potentially new,
differentiated best-in-class approach to address unmet need for a
broader number of patients with immuno-inflammatory diseases
Expands innovative pipeline potentially
enhancing growth through 2025 and beyond
Transaction valued at $100 per Arena share in
cash, for a total equity value of approximately $6.7 billion
Pfizer to host analyst and investor call at
10am EST today with Pfizer I&I executives
Pfizer Inc. (NYSE: PFE) and Arena Pharmaceuticals, Inc. (Nasdaq:
ARNA) today announced that the companies have entered into a
definitive agreement under which Pfizer will acquire Arena, a
clinical stage company developing innovative potential therapies
for the treatment of several immuno-inflammatory diseases. Under
the terms of the agreement, Pfizer will acquire all the outstanding
shares of Arena for $100 per share in an all-cash transaction for a
total equity value of approximately $6.7 billion. The boards of
directors of both companies have unanimously approved the
transaction.
Arena’s portfolio includes diverse and promising
development-stage therapeutic candidates in gastroenterology,
dermatology, and cardiology, including etrasimod, an oral,
selective sphingosine 1-phosphate (S1P) receptor modulator
currently in development for a range of immuno-inflammatory
diseases including gastrointestinal and dermatological
diseases.
“The proposed acquisition of Arena complements our capabilities
and expertise in Inflammation and Immunology, a Pfizer innovation
engine developing potential therapies for patients with
debilitating immuno-inflammatory diseases with a need for more
effective treatment options,” said Mike Gladstone, Global President
& General Manager, Pfizer Inflammation and Immunology.
“Utilizing Pfizer’s leading research and global development
capabilities, we plan to accelerate the clinical development of
etrasimod for patients with immuno-inflammatory diseases.”
Arena has built a robust development program for etrasimod,
including two Phase 3 studies in ulcerative colitis (UC), a Phase
2/3 program in Crohn’s Disease, a planned Phase 3 program in atopic
dermatitis, and ongoing Phase 2 studies in eosinophilic esophagitis
and alopecia areata.
In UC, the randomized, placebo-controlled, dose-ranging, Phase 2
study (OASIS) evaluated the efficacy and safety of etrasimod in
moderate to severe UC patients over 12 weeks versus placebo. In the
study, most patients who achieved clinical response, clinical
remission, or endoscopic improvement at week 12 experienced
sustained or improved effects up to week 46 with etrasimod 2 mg in
the open-label extension. Etrasimod also demonstrated a favorable
benefit/risk profile, consistent with safety findings reported in
the double-blind portion of OASIS. The findings are encouraging as
there remains significant unmet need for safe and effective oral
therapies in UC for patients with inadequate response, loss of
response, or intolerance to conventional or advanced therapies. The
OASIS trial supported the advancement of the ELEVATE UC 52 and UC
12 trials, which are currently fully enrolled, and for which data
are expected in 2022.
In addition, Arena’s pipeline includes two development-stage
cardiovascular assets, temanogrel and APD418. Temanogrel is
currently in Phase 2 for the treatment of microvascular obstruction
and Raynaud's phenomenon secondary to systemic sclerosis. APD418 is
currently in Phase 2 for acute heart failure.
“We’re delighted to announce Pfizer’s proposed acquisition of
Arena, recognizing Arena’s potentially best in class S1P molecule
and our contribution to addressing unmet needs in immune-mediated
inflammatory diseases,” said Amit D. Munshi, President and Chief
Executive Officer of Arena. “Pfizer’s capabilities will accelerate
our mission to deliver our important medicines to patients. We
believe this transaction represents the best next step for both
patients and shareholders.”
Pfizer expects to finance the transaction with existing cash on
hand.
Under the terms of the merger agreement, Pfizer will acquire all
of the outstanding shares of Arena common stock for $100 per share
in cash. The proposed transaction is subject to customary closing
conditions, including receipt of regulatory approvals and approval
by Arena’s stockholders.
Pfizer’s financial advisors for the transaction are BofA
Securities and Centerview Partners LLC, with Ropes & Gray and
Arnold & Porter Kaye Scholer LLP acting as its legal advisors.
Guggenheim Securities, LLC and Evercore Group LLC served as Arena’s
financial advisors, while Cooley LLP served as its legal
advisor.
Pfizer Conference Call
Pfizer Inc. invites Pfizer investors and the general public to
view and listen to a webcast of a live conference call with
investment analysts at 10am. EST on December 13.
To view and listen to the webcast visit Pfizer’s web site at
www.pfizer.com/investors or directly at
https://pfizer.rev.vbrick.com/#/events/0bb8ada2-8ac5-4cd6-988b-cf4a6ddffa40.
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 (833)
708-1779 in the United States or Canada or (602) 585-9859 outside
of the United States and Canada. The password is “121321.” Please
join the call five minutes prior to the start time to avoid
operator hold times.
The transcript and webcast replay of the call will be made
available on Pfizer’s web site at www.pfizer.com/investors within
24 hours after the end of the live conference call and will be
accessible for at least 90 days.
About Arena Pharmaceuticals
ARENA is a team with a singular purpose – deliver important
medicines to patients.
In a rapidly changing global market, we work with a sense of
urgency every day to understand the needs of all our stakeholders,
identify bold, sometimes disruptive, ideas to get medicines to
patients, and relentlessly execute until it's done.
We are developing a richly diversified portfolio of therapeutic
candidates targeting gastroenterology, dermatology, and cardiology.
To fuel our growth, we are unlocking the value of our historical
GPCR research with a sustainable discovery engine for broad
portfolio expansion.
ARENA - Care More. Act Differently.
Etrasimod, temanogrel, and APD418 are investigational compounds
that are not approved for any use in any country.
About Pfizer: 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, including innovative medicines and vaccines. 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 170 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.
Disclosure Notice
The information contained in this release is as of December 13,
2021.
This release contains forward-looking information about Pfizer’s
proposed acquisition of Arena, Arena’s pipeline portfolio,
including its molecules etrasimod, temanogrel and APD418 and
expected best-in-class and growth potential, and Pfizer’s I&I
portfolio and growth potential, including their potential benefits,
that involve substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements. 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 and failure to
obtain the requisite vote by Arena stockholders) in the anticipated
timeframe or at all, including the possibility that the proposed
acquisition does not close; the possibility that competing offers
may be made; risks related to the ability to realize the
anticipated benefits of the proposed acquisition, including the
possibility that the expected benefits from the 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
and/or operating results; significant transaction costs; unknown
liabilities; the risk of litigation and/or regulatory actions
related to the proposed acquisition or Arena’s business; other
business effects and uncertainties, including the effects of
industry, market, business, 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; risks
associated with interim 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 the clinical studies; whether and
when drug applications may be filed in any jurisdictions for
etrasimod, temanogrel, APD418 or any other investigational
products; 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 etrasimod, temanogrel,
APD418 or any such other 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 etrasimod,
temanogrel, APD418 or any such other products; uncertainties
regarding the impact of COVID-19; and competitive developments.
You should carefully consider the foregoing factors and the
other risks and uncertainties that affect the businesses of Pfizer
and Arena described in the “Risk Factors” and “Forward-Looking
Information and Factors That May Affect Future Results” sections of
their respective Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and other documents filed by either of them from time to
time with the U.S. Securities and Exchange Commission (the “SEC”),
all of which are available at www.sec.gov. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Pfizer and Arena assume no obligation to, and do not intend to,
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, unless
required by law. Neither Pfizer nor Arena gives any assurance that
it will achieve its expectations.
Additional Information and Where to Find It In connection
with the proposed transaction, Arena will be filing documents with
the SEC, including preliminary and definitive proxy statements
relating to the proposed transaction. The definitive proxy
statement will be mailed to Arena’s stockholders in connection with
the proposed transaction. This communication is not a substitute
for the proxy statement or any other document that may be filed by
Arena with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND
DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Any vote in respect of resolutions to be
proposed at Arena’s stockholder meeting to approve the proposed
transaction or other responses in relation to the proposed
transaction should be made only on the basis of the information
contained in Arena’s proxy statement. Investors and security
holders may obtain free copies of these documents (when they are
available) and other related documents filed with the SEC at the
SEC’s web site at www.sec.gov, on Arena’s website at
https://invest.arenapharm.com or by contacting Arena Investor
Relations at (858) 453-7200.
No Offer or Solicitation This communication is for
information purposes only and is not intended to and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the proposed transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law.
Participants in the Solicitation Arena and certain of its
directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information about Arena’s directors and
executive officers in the proposed transaction will be included in
the proxy statement described above. These documents are available
free of charge at the SEC’s web site at www.sec.gov and by going to
Arena’s website at https://invest.arenapharm.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20211213005204/en/
Pfizer Media:
+1 (212) 733-1226
PfizerMediaRelations@Pfizer.com
Pfizer Investors:
+1 (212) 733-4848
IR@Pfizer.com
Arena Pharmaceuticals, Inc. Investors & Media: Patrick Malloy
Vice President, Investor Relations & Corporate Communications
+1 (847) 987-4878 pmalloy@arenapharm.com
Sara Doran Associate Director, Investor Relations &
Corporate Communications sdoran@arenapharm.com
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