EXPLANATORY NOTE
On December 14, 2023, Pfizer Inc. filed a Current Report on Form 8-K with Items 2.01, 7.01 and 9.01 (the “Original Report”). Due to a clerical error, the submission header coding in the Original Report inadvertently referred to Item 2.02 on EDGAR and not to Item 2.01. This Amendment No. 1 on Form 8-K/A is being filed for the sole purpose of correcting the submission header coding to refer to Items 2.01, 7.01 and 9.01. All disclosures contained in the Original Report remain unchanged.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 12, 2023, by and among Pfizer Inc., a Delaware corporation (“Pfizer”), Aris Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pfizer (“Merger Sub”), and Seagen Inc., a Delaware corporation (“Seagen”), Merger Sub was merged with and into Seagen (the “Merger”), with Seagen surviving the Merger as a wholly owned subsidiary of Pfizer. The Merger became effective on December 14, 2023 (the “Effective Time”).
At the Effective Time, each issued and outstanding share of Seagen common stock, par value $0.001 per share (the “Seagen Shares”), was converted into the right to receive (without interest) $229.00 in cash (the “Merger Consideration”), subject to limited exceptions set forth in the Merger Agreement, and each outstanding Seagen equity award was either converted into the right to receive the Merger Consideration for each share of Seagen common stock underlying such awards (based on the achievement of any applicable performance metrics as set forth in the Merger Agreement), less applicable tax withholdings, or converted into a Pfizer cash-based award otherwise remaining subject to substantially the same terms and conditions applicable to such Seagen equity award immediately prior to the effective time of the Merger, in each case subject to the terms and conditions of the Merger Agreement.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Pfizer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 13, 2023, and is incorporated by reference into this Item 2.01.
| Item 7.01 | Regulation FD Disclosure. |
On December 14, 2023, Pfizer issued a press release announcing the successful completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
