REG - Haleon PLC - Proposed Secondary Global Offering by Pfizer Inc.

HALEONAnnouncement

18/03/2024 07:00

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RNS Number : 2048H  Haleon PLC  18 March 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

Haleon plc: Proposed Secondary Global Offering by Pfizer Inc. in Haleon plc
and Proposed Share Buyback

 

18 March 2024: Haleon plc ("Haleon") (LSE/NYSE: HLN) announces that Pfizer
Inc. ("Pfizer") intends to sell approximately 630 million Haleon ordinary
shares ("Ordinary Shares"), including Ordinary Shares in the form of American
Depositary Shares, each representing two Ordinary Shares ("ADSs", and together
with the Ordinary Shares, the "Securities") by means of a public offering in
the United States (the "U.S. Offer"), and a concurrent offering outside the
United States to qualifying investors for purposes of, and in accordance with,
applicable local laws and regulations in the jurisdictions in which such offer
is being made (the "International Offer" and, together with the U.S. Offer,
the "Global Offer").

 

The offering price per Security in the Global Offer will be determined by
means of a bookbuilding process and is expected to be announced on or about 19
March 2024, following completion of the bookbuilding.

 

Pfizer will receive all of the net proceeds from the Global Offer, subject to
customary closing conditions. No Securities are being sold or issued by Haleon
and Haleon will not receive any of the net proceeds from the Global Offer.

 

Haleon previously entered into a Share Purchase Deed with Pfizer which was
approved by Haleon's shareholders at its Annual General Meeting on 20 April
2023 (the "Share Purchase Deed"), pursuant to which Haleon has the ability to
make certain off-market purchases to acquire Ordinary Shares from Pfizer,
subject to certain terms and conditions. In connection with the Global Offer
and subject to satisfaction of the conditions set out in the Share Purchase
Deed, Haleon has agreed to repurchase from Pfizer, and Pfizer has agreed to
sell to Haleon, off-market, Ordinary Shares having an aggregate purchase price
of approximately £315 million (approximately $400 million) at the same time
as, or immediately following and on the same day as, the completion of the
Global Offer (the "Share Buyback"). The purchase price per Ordinary Share to
be paid by Haleon in the Share Buyback will be equal to the offering price per
Ordinary Share in the Global Offer. The Share Buyback is subject to
satisfaction of the conditions in the Share Purchase Deed, including the
successful completion of the Global Offer and receipt of written confirmation
from Haleon's sponsor pursuant to LR11.1.10R(2)(b) of the UK Financial Conduct
Authority's Listing Rules that the terms of the Share Buyback are fair and
reasonable as far as Haleon's shareholders are concerned.

 

Completion of the Global Offer and the Share Buyback is expected to reduce
Pfizer's interest in Haleon from 32% to approximately 24% of Haleon's issued
Ordinary Share capital.

 

In connection with the Global Offer, Pfizer's Securities are expected to be
subject to a 90-day lock-up in favor of Citigroup and Morgan Stanley, subject
to customary exceptions and to waiver. Pfizer has received the necessary
waivers from existing lock-up arrangements in order to participate in the
Global Offer.

 

Citigroup and Morgan Stanley are serving as Joint Global Coordinators and
Joint Bookrunners of the Global Offer. Barclays, J.P. Morgan and UBS
Investment Bank are serving as Joint Bookrunners (together with the Joint
Global Coordinators, the "Banks") of the Global Offer.

 

The Global Offer will be made pursuant to a shelf registration statement on
Form F-3 filed by Haleon with the United States Securities and Exchange
Commission (the "SEC") on 3 July 2023 (the "Registration Statement"), as
supplemented by a preliminary prospectus supplement.

 

Haleon has filed the Registration Statement (including a prospectus) and a
preliminary prospectus supplement with the SEC for the Securities to which
this communication relates. Before you invest, you should carefully read the
prospectus in the Registration Statement, the preliminary prospectus
supplement and the documents incorporated by reference in the Registration
Statement for more complete information about Haleon and the Global Offer.
Haleon intends to file a further prospectus supplement with respect to the
Global Offer. You may obtain these documents for free by visiting the SEC
website at www.sec.gov (http://www.sec.gov) . Copies of the preliminary
prospectus supplement and accompanying prospectus related to the Global Offer
may also be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, by telephone at 1-800-831-9146, Morgan
Stanley at: Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New
York, NY 10014 Attn: Prospectus Department, Barclays at: Barclays Capital
Inc., c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY
11717, Barclaysprospectus@broadridge.com
(mailto:Barclaysprospectus@broadridge.com) ((888) 603-5847), J.P. Morgan at:
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204, or by
emailing at prospectus-eq_fi@jpmchase.com
(mailto:prospectus-eq_fi@jpmchase.com) and UBS Investment Bank at: UBS
Securities LLC, Prospectus Department, 1285 Avenue of the Americas, New York,
NY 10019, by telephone at (888) 827-7275 or by emailing
ol-prospectus-request@ubs.com (mailto:ol-prospectus-request@ubs.com) .

 

This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of Securities in any state or
other jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction. The
distribution or communication of this announcement or the prospectus
supplement related to the Global Offer in certain jurisdictions may be
restricted by law. Any offer may be withdrawn or revoked, without obligation
or commitment of any kind, at any time prior to notice of its acceptance given
after the effective date.

 

 Enquiries

 Investors                                                                       Media

 Sonya Ghobrial                          +44 7392 784784                         Zoë Bird                             +44 7736 746167
 Rakesh Patel                            +44 7552 484646                         Nidaa Lone                           +44 7841 400607
 Emma White                              +44 7792 750133

 Email: investor-relations@haleon.com (mailto:investor-relations@haleon.com)     Email: corporate.media@haleon.com (mailto:corporate.media@haleon.com)

 

The person responsible for arranging the release of this announcement on
behalf of Haleon is Amanda Mellor, Company Secretary.

 

About Haleon

Haleon (LSE / NYSE: HLN) is a global leader in consumer health, with a purpose
to deliver better everyday health with humanity. Haleon's product portfolio
spans five major categories - Oral Health, Pain Relief, Respiratory Health,
Digestive Health and Other, and Vitamins, Minerals and Supplements (VMS). Its
long-standing brands - such as Advil, Sensodyne, Panadol, Voltaren, Theraflu,
Otrivin, Polident, parodontax and Centrum - are built on trusted science,
innovation and deep human understanding.

 

For more information, please visit www.haleon.com (http://www.haleon.com/)
.

 

Cautionary note regarding forward-looking statements

Certain statements contained in this announcement are, or may be deemed to be,
"forward-looking statements" (including for purposes of the safe harbor
provisions for forward-looking statements contained in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934). Forward-looking statements give Haleon's current expectations,
projections, intentions or beliefs about future events, including strategic
initiatives and future financial condition and performance, and so actual
results may differ materiality from what is expressed or implied by the
statements. These statements sometimes use words such as "expects",
"anticipates", "believes", "targets", "plans", "intends", "aims", "projects",
"estimates", "indicates", "may", "might", "will", "should", "potential",
"could" and other words of similar meaning (or the negative thereof). These
forward-looking statements include all matters that are not historical or
current facts. In particular, these include, but are not limited to,
statements relating to the consummation of the proposed Global Offer by
Pfizer, the Share Buyback, and the risks identified, or incorporated by
reference, any prospectus supplement or accompanying prospectus.

 

Any forward-looking statements made by or on behalf of Haleon speak only as of
the date they are made and are based upon the knowledge and information
available to Haleon on the date of this announcement. These statements and
views may be based on a number of assumptions and, by their nature, involve
known and unknown risks, uncertainties and other factors because they relate
to events and depend on circumstances that may or may not occur in the future
and/or are beyond Haleon's control or precise estimate. Subject to our
obligations under English and U.S. law in relation to disclosure and ongoing
information, we undertake no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

# # #

 

In the United Kingdom, this announcement and its contents are directed only at
(A) "qualified investors" within the meaning of Article 2(e) of Regulation
(EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018; and (B) (i) persons who have
professional experience in matters relating to investments falling within
Article 19 of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), or (ii) high net worth entities and other
persons to whom it can otherwise lawfully be communicated falling within
Article 49(2)(a) to (d) of the Order, all such persons in (A) and (B) together
being referred to as "relevant persons". This announcement must not be acted
on or relied on in the United Kingdom by persons who are not relevant persons.
Any investment activity to which this announcement relates is available in the
United Kingdom only to relevant persons and will be engaged in only with
relevant persons.

 

In the European Economic Area (the "EEA"), this announcement is addressed only
to and directed only at, persons in member states who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as
amended) ("Qualified Investors"). This announcement must not be acted on or
relied on in the EEA by persons who are not Qualified Investors. Any
investment activity to which this announcement relates is available in the EEA
only to Qualified Investors and will be engaged in only with Qualified
Investors.

 

The Banks are acting exclusively for Pfizer and no one else in connection with
the Global Offer. None of the Banks will regard any other person (whether or
not a recipient of this announcement) as a client in relation to the Global
Offer and will not be responsible to anyone other than Pfizer for providing
the protections afforded to their respective clients nor for giving advice in
relation to the Global Offer or any transaction or arrangement referred to in
this announcement. No information in this announcement should be construed as
providing financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax and other
advisers in evaluating any potential investment opportunity.

 

In connection with the Global Offer, each of the Banks and any of their
respective affiliates, acting as investors for their own accounts, may
purchase Securities and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Securities and other
securities of Haleon or related investments in connection with the Global
Offer or otherwise. Accordingly, references in the final prospectus supplement
to the Securities being offered, subscribed, issued, acquired, sold, placed or
otherwise dealt in should be read as including any offer, subscription, issue,
sale, acquisition, placing or dealing in the Securities by any of the Banks
and any of their affiliates acting as investors for their own accounts. In
addition, certain of the Banks or their affiliates may enter into financing
arrangements and swaps in connection with which they or their affiliates may
from time to time acquire, hold or dispose of Securities. None of the Banks
nor any of their respective affiliates intends to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

 

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