Blog: PFIZER INC : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 7.01. Regulation FD Disclosure.

On May 9, 2022, Pfizer Inc., a Delaware corporation (“Pfizer”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Biohaven
Pharmaceutical Holding Company Ltd., a British Virgin Islands business company
limited by shares with BVI company number 1792178 formed under the laws of the
territory of the British Virgin Islands (“Biohaven”), and Bulldog (BVI) Ltd., a
British Virgin Islands business company limited by shares with BVI company
number 2097955 formed under the laws of the territory of the British Virgin
Islands and a wholly owned subsidiary of Pfizer (“Purchaser”). On May 10, 2022,
Pfizer and Biohaven issued a press release announcing entry into the Merger
Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated by reference herein.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in
this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section.

Item 8.01. Other Events.

On May 9, 2022, Pfizer entered into the Merger Agreement. Pursuant to the Merger
Agreement, upon the terms and subject to the conditions thereof, Purchaser will
merge with and into Biohaven (the “Merger”), the separate corporate existence of
Purchaser will cease and Biohaven will be the successor or surviving company in
the Merger and will continue to be governed by the laws of the British Virgin
Islands as a wholly owned subsidiary of Pfizer. The Merger Agreement provides
that, as a condition to closing the Merger, Biohaven will (i) in one or a series
of transactions assign certain of its assets and liabilities to designated
subsidiaries of Biohaven that will not remain subsidiaries of Biohaven following
the Merger (such subsidiaries, collectively, “SpinCo”) pursuant to a Separation
and Distribution Agreement by and among Biohaven, SpinCo and Pfizer (solely with
respect to certain provisions therein), (ii) register the securities of SpinCo
with the Securities and Exchange Commission and (iii) distribute such securities
of SpinCo pro rata to SpinCo’s shareholders. Upon completion of the Merger and
Spin-Off, Pfizer will own Biohaven’s CGRP programs, which include rimegepant
(currently approved in the United States under the tradename NURTEC® ODT for the
acute and episodic preventive treatment of migraine), zavegepant (currently in
Phase 3 trials for the acute and preventive treatment of migraine) and a
portfolio of five pre-clinical CGRP assets.

Each Biohaven shareholder will receive $148.50 per Biohaven share in cash, in
addition to 0.5 shares of SpinCo per Biohaven share distributed pro rata
(collectively, the “Spinoff”). Additionally, Pfizer has agreed to capitalize
SpinCo with $275 million and to pay SpinCo tiered royalties on any annual net
sales of rimegepant and zavegepant in the United States in excess of
$5.25 billion. In connection with the Merger, Pfizer will make payments in the
aggregate amount of $1.26 billion to pay off Biohaven’s existing credit
facility, including all principal, interest and applicable prepayment premiums,
and for the redemption of all of Biohaven’s preferred shares.

Completion of the Merger is subject to the completion of the Spinoff and is also
subject to customary closing conditions, including receipt of regulatory
approvals and approval by Biohaven shareholders. Closing of the transaction is
expected in the fourth quarter of 2022. Pfizer expects to finance the
transaction with existing cash.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

    No.         Exhibit Description

Exhibit 99.1      Press Release, dated May 10, 2022

104             Cover Page Interactive Data File (embedded within the Inline XBRL

Cautionary Statement Regarding Forward-Looking Statements

This communication and any documents referred to in this communication contains
certain “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (the “Act”), including, but not limited
to, statements regarding the expected benefits of the Merger and the Spinoff
(the “proposed transaction”) and the anticipated timing of the proposed
transaction, strategies, objectives and the products and markets of each
company. These forward-looking statements generally are identified by the words
“will,” “may,” “could,” “likely,” “ongoing,” “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “assume,” “target,” “forecast,”
“guidance,” “goal,” “objective,” “aim,” “seek” and similar expressions. We
intend these forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Act. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this
communication, including but not limited to the risk that the proposed
transaction may not be completed in a timely manner or at all; the failure to
satisfy the conditions to the consummation of the proposed transaction,
including the adoption of the transaction agreements by the shareholders of
Biohaven and the receipt of certain governmental and regulatory approvals; the
occurrence of any event, change or other circumstance that could give rise to
the termination of the transaction agreements; the effect of the announcement or
pendency of the proposed transaction on Pfizer and Biohaven’s business
relationships, operating results, and business generally; the possibility that
competing offers may be made; risks related to the ability to realize the
anticipated benefits of the proposed transaction, including the possibility that
the expected benefits from the proposed transaction 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 proposed transaction
making it more difficult to maintain business and operational relationships;
risks related to diverting management’s attention from ongoing business
operations; the risk that the announcement or consummation of the proposed
transaction could negatively affect the market price of Pfizer’s common stock
and/or operating results; the outcome of any legal proceedings that may be
instituted against Pfizer or against Biohaven related to the proposed
transaction; risks related to the implementation of the Spinoff, including
timing anticipated to complete the Spinoff and any changes to the configuration
of the businesses included in the Spinoff if implemented; the risk that the
integration of Pfizer and Biohaven will be more difficult, time-consuming or
costly than expected; risks related to industry, market, business economic,
political or regulatory conditions; 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
particular jurisdictions for rimegepant or zavegepant 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
rimegepant, zavegepant or any such other products will be commercially
successful; and decisions by regulatory authorities impacting labeling,
manufacturing processes, safety and/or other matters that could affect the
availability or commercial potential of rimegepant, zavegepant or any such other
products. The risks and uncertainties may be amplified by the COVID-19 pandemic
(and related variants), which has caused significant economic uncertainty. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect the
businesses of Pfizer and Biohaven 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
SEC. 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 assumes no obligation and
does not intend to update or revise these forward-looking statements, whether as
a result of new information, future events, or otherwise, unless required by


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