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( BW)(PFIZER-1-2-3-4-5-6)(PFE)(COLY) Pfizer to Acquire Coley
Pharmaceutical Group
Acquisition Will Expand Pfizer's Investment in Vaccines, Broaden
Scope of Research in a Number of Key Therapeutic Areas
Business Editors/Healthcare Editors
NEW YORK & WELLESLEY, Mass.--(BUSINESS WIRE)--Nov. 16,
2007--Pfizer Inc (NYSE: PFE) announced today it has entered into an
agreement to acquire Coley Pharmaceutical Group, Inc. (NASDAQ: COLY),
a publicly-held biopharmaceutical company specializing in vaccine
adjuvant technology and a new class of immunomodulatory drug
candidates designed to fight cancers, allergy and asthma disorders,
and autoimmune diseases.
Under the terms of the agreement, Pfizer will make a cash tender
offer for all of the outstanding common stock of Coley for $8.00 per
share, representing an enterprise value of $164 million. The
transaction is subject to customary closing conditions, including
approval under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the acquisition by Pfizer of a majority of Coley's shares.
Shareholders holding approximately 27% of the Coley shares have
entered into agreements to tender their shares in the offer.
"This acquisition is an important component of Pfizer's vaccine
strategy and reflects our commitment to research new and more
effective vaccines to prevent infectious diseases and to treat cancers
and other debilitating conditions. Coley's innovative product
candidate portfolio and technology have the potential to significantly
enhance future vaccine and immunotherapeutic approaches to a broad
range of diseases including Alzheimer's, asthma, infectious disease
and oncology, where we already have strong collaborative research in
place," said Jeffrey B. Kindler, chairman and chief executive officer,
Pfizer Inc.
Coley is a pioneer in a new class of drug candidates called TLR
Therapeutics which work by stimulating or blocking important immune
system receptors, called Toll-like receptors (TLRs), which, in turn,
direct the immune system to fight disease. Coley has discovered
proprietary clinical stage drug candidates targeting TLRs 7, 8 and 9.
"As a pioneer in the field of TLR-based vaccine adjuvants and
immunomodulators, Coley is delighted to enter into this agreement with
Pfizer, a partner who has demonstrated that they share our vision,"
stated Robert L. Bratzler, President and Chief Executive Officer,
Coley Pharmaceutical Group. "We believe this transaction is a strong
testament to the therapeutic potential of targeting TLR pathways and
reflects Pfizer's commitment to discovering and advancing TLR
Therapeutic candidates that may be capable of directing the immune
system to treat a wide range of diseases."
The acquisition is expected to close early in 2008. Lazard Freres
and Co, LLC, and Covington & Burling, LLP advised Pfizer on this
transaction. JPMorgan and Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. advised Coley Pharmaceutical Group.
More information on both companies and the Coley TLR Therapeutics
technology can be found at www.pfizer.com and
www.coleypharma.com
Conference Call: Coley management will be hosting a conference
call and webcast to discuss the transaction today, Friday, November
16, 2007, at 10:00am Eastern Time.
To access the live audio broadcast or the subsequent archived
recording of the call, please visit the Investor Center section of the
Coley website at www.coleypharma.com . Please log
onto Coley's website
several minutes prior to the start of the call to ensure adequate time
for any software download that may be required. A replay of this
webcast will be available through November 30, 2007.
Investors may participate in the conference call by dialing either
+1- 866-314-5232 in the U.S. or +1-617-213-8052 outside the U.S. and
typing in the passcode 97926444. A replay of this call will be
available at +1-888-286-8010 (U.S.) or +1-617-801-6888 (international)
using the passcode 91373615 until November 30, 2007.
The webcast is also being distributed through the Thomson
StreetEvents Network to both institutional and individual investors.
Individual investors can listen to the call at www.fulldisclosure.com
and institutional investors can access the call via
www.streetevents.com .
PFIZER DISCLOSURE NOTICE: The information contained in this
release is as of November 16, 2007. Except to the extent required by
law, Pfizer assumes no obligation to update any forward-looking
statements contained in this release as a result of new information or
future events or developments.
This release contains forward-looking information about an
agreement by Pfizer to acquire Coley Pharmaceutical Group and about
Coley's drug candidates, vaccine technology and the potential benefits
of such drug candidates and technology. Such information involves
substantial risks and uncertainties including, among other things, the
satisfaction of conditions to closing the agreement; the uncertainties
inherent in research and development activities; decisions by
regulatory authorities regarding whether and when to approve any drug
applications for such drug candidates as well as their decisions
regarding labeling and other matters that could affect the
availability or commercial potential of such drug candidates; and
competitive developments.
A further list and description of risks and uncertainties can be
found in Pfizer's Annual Report on Form 10-K for the fiscal year ended
December 31, 2006 and in its reports on Form 10-Q and Form 8-K.
Important Additional Information: The tender offer described
herein has not commenced. The description contained herein is neither
an offer to purchase nor a solicitation of an offer to sell shares of
Coley. At the time the tender offer is commenced, Corvette Acquisition
Corp. and Pfizer intend to file a Tender Offer Statement on Schedule
TO containing an offer to purchase, forms of letters of transmittal
and other documents relating to the tender offer and Coley intends to
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Pfizer and Coley intend to mail these
documents to the stockholders of Coley. These documents will contain
important information about the tender offer and stockholders of Coley
are urged to read them carefully when they become available.
Stockholders of Coley will be able to obtain a free copy of these
documents (when they become available) at www.pfizer.com
and
www.coleypharma.com and the website maintained by
the Securities and
Exchange Commission at .
CONTACT: Pfizer Inc
Shreya Prudlo (media)
212-733-4889
shreya.prudlo@pfizer.com
or
Jennifer Davis (investors)
212-733-0717
Jennifer.m.davis@pfizer.com
or
Coley Pharmaceutical Group, Inc.
Susan Hager (investors)
781-431-9019
shager@coleypharma.com
or
Karen Bergman (media)
650-575-1509
kbergman@@bccpartners.com
KEYWORD: NEW YORK MASSACHUSETTS
INDUSTRY KEYWORD: PHARMACEUTICAL BIOTECHNOLOGY MEDICAL CONFERENCE
CALLS MERGERS/ACQ
SOURCE: Pfizer Inc
Copyright Business Wire 2007
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