UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: June 16, 2005
Date of earliest event reported: June 16, 2005
PFIZER INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-3619
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13-5315170
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(State or other Jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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10017
(Zip Code) |
Registrant's telephone number, including area code:
(212) 573-2323
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01 | Other Events |
| On June 16, 2005, Pfizer Inc. issued a press release announcing
that it has entered into a definitive merger agreement with Vicuron Pharmaceuticals,
Inc. (“Vicuron”) whereby Pfizer will acquire Vicuron, a biopharmaceutical
company focused on the development of novel anti-infectives for both hospital-based
and community-acquired infections.
Under the merger agreement, Pfizer will acquire all outstanding shares of Vicuron common stock at a price of $29.10 per share in cash, for an aggregate equity purchase price of approximately $1.9 billion. This price represents a 74 percent premium over Vicuron's 90 day average closing share price and a 21 percent premium over Vicuron’s highest historical closing price of $24.10 on January 16, 2004. A copy of the press release is included as Exhibit 99 to this report and is incorporated herein by reference. |
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| Item 9.01 Financial Statements and Exhibits |
| (c) Exhibits | ||
| Exhibit 99 | Press Release of Pfizer Inc. dated June 16, 2005 |
SIGNATURE
Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.
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PFIZER INC.
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By: /s/ Margaret M. Foran
Margaret M. Foran |
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Title: Vice President-Corporate
Governance and Secretary |
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| Dated:June 16, 2005 |
EXHIBIT INDEX
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Exhibit No. |
Description |
| 99 | Press Release of Pfizer Inc. dated June 16, 2005. |