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30-Jul-2019

Array BioPharma Inc., a Subsidiary of Pfizer Inc., Announces Effective Date of Make-Whole Fundamental Change and Fundamental Change Company Notice Relating to its 2.625% Convertible Senior Notes due 2024

BOULDER, Colo., July 30, 2019 /PRNewswire/ -- Array BioPharma Inc. ("Array") today announced that, in connection with the closing of the merger (the "Merger") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2019, by and among Array, Pfizer Inc., a Delaware corporation ("Pfizer"), and Arlington Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pfizer, Array delivered a notice to holders of its 2.625% Convertible Senior Notes due 2024 (the "Notes"), pursuant to the Indenture, dated as of December 1, 2017 (as amended, supplemented or otherwise modified from time to time, including by the First Supplemental Indenture, dated as of July 30, 2019, the "Indenture"), between Array and The Bank of New York Mellon Trust Company, N.A., as trustee, of a Make-Whole Fundamental Change and a Fundamental Change (as such terms are defined in the Indenture), in each case, that occurred in connection with the consummation of the Merger.  The Effective Date (as defined in the Indenture) of the Fundamental Change and Make-Whole Fundamental Change was July 30, 2019.

In connection with the Fundamental Change, and as more fully described in the Fundamental Change Company Notice (as defined in the Indenture), pursuant to the Indenture, on or before 5:00 p.m., New York City time, on August 26, 2019 (the "Fundamental Change Expiration Time"), each holder shall, subject to certain conditions, have the right, by taking certain steps in accordance with the terms of the Indenture, to require Array to purchase all of such holder's Notes (or any portion thereof such that the remaining principal amount of each Note that is not purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof), on August 27, 2019 (the "Fundamental Change Purchase Date") at a purchase price equal to 100% of the principal amount of such Note to be purchased, plus accrued and unpaid interest thereon, if any, up to but excluding the Fundamental Change Purchase Date.  In order to exercise its right to require Array to repurchase its Notes as set forth in the preceding sentence, a Holder must, prior to the Fundamental Change Expiration Time (if the Notes to be purchased are Physical Securities (as defined in the Indenture)) deliver to the Paying Agent (as defined in the Indenture) a Fundamental Change Purchase Notice (as defined in the Indenture) and such Notes duly endorsed for transfer or (if the Notes to be purchased are Global Securities (as defined in the Indenture)) deliver such Notes, by book-entry transfer in compliance with Applicable Procedures (as defined in the Indenture) and satisfy any other requirements of the Depositary (as defined in the Indenture) in connection with tendering beneficial interests in a Global Security for purchase.  Any Notes for which a Fundamental Change Purchase Notice has been delivered may be converted pursuant to Article 4 of the Indenture only to the extent that the holder thereof withdraws the Fundamental Change Purchase Notice in accordance with the Indenture.

As more fully described in the Fundamental Change Company Notice, the Conversion Rate (as defined in the Indenture) immediately prior to the Effective Date for the Notes was 64.6987 shares of Common Stock (as defined in the Indenture) per $1,000 principal amount of Notes.  Holders electing to convert their Notes "in connection with" the Merger are entitled to 0.9531 Additional Shares (as defined in the Indenture), pursuant to Section 4.06 of the Indenture. Accordingly, the consideration due upon conversion of the Notes, "in connection with" the Merger, will be $3,151.29 in cash per $1,000 principal amount of Notes.  Such consideration due upon conversion is based on the per share merger consideration set forth in the Merger Agreement.  Holders who wish to convert their Notes must satisfy the requirements set forth in the Indenture.      

Conversion of Notes will be deemed to be "in connection with" the Merger only if the relevant Conversion Notice (as defined in the Indenture) is received by the Conversion Agent (as defined in the Indenture) during the period from, and including, the Effective Date up to, and including, 5:00 p.m., New York City time, on August 26, 2019.  The Fundamental Change Purchase Date has been specified by Array in the Fundamental Change Company Notice that was delivered to holders pursuant to Section 3.01(b) of the Indenture on July 30, 2019.

The name and address of the Paying Agent and Conversion Agent is:

First Class/Registered/Certified:

Express Delivery Only:

By Hand Only:

The Bank of New York Mellon Trust

Company, N.A.

The Bank of New York Mellon Trust

Company, N.A.

The Bank of New York Mellon Trust

Company, N.A.

c/o The Bank of New York Mellon

c/o The Bank of New York Mellon

c/o The Bank of New York Mellon

P.O. Box 396

111 Sanders Creek Parkway

111 Sanders Creek Parkway

East Syracuse, NY 13057

East Syracuse, NY 13057

East Syracuse, NY 13057

Attn: Debt Processing Unit (ACT)

Attn: Corporate Trust Window

Attn: Corporate Trust Window

Holders of Notes should read carefully the Indenture, the notice regarding their conversion rights in connection with the Make-Whole Fundamental Change and the Fundamental Change Company Notice regarding the rights of holders to require Array to repurchase their Notes, as they contain important information as to the procedures and timing for the exercise of such rights.

CONTACTS:

Investor Relations
Charles Triano
+1 (212) 733-3901
Charles.E.Triano@Pfizer.com

 

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SOURCE Array BioPharma

Array BioPharma Inc., a Subsidiary of Pfizer Inc., Announces Effective Date of Make-Whole Fundamental Change and Fundamental Change Company Notice Relating to its 2.625% Convertible Senior Notes due 2024

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Last Updated: 30-Jul-2019