Pfizer Inc said that the subsequent offering period of the tender offer by its wholly-owned subsidiary, Explorer Acquisition Corp., to purchase all of the outstanding shares of common stock of Encysive Pharmaceuticals Inc. at a purchase price of US $2.35 per share, net to the seller in cash, without interest thereon and less any required withholding taxes.
According to the final report of the depositary for the tender offer, as of the expiration of the subsequent offering period, 69,076,466 shares, representing approximately 85.33 per cent of the outstanding shares of Encysive common stock, were validly tendered and purchased pursuant to the offer.
Explorer Acquisition Corp. will acquire all of the remaining outstanding shares of Encysive common stock by means of a merger under Delaware law. Since Explorer Acquisition Corp. owns less than 90 per cent of the outstanding Encysive common stock, the "short-form" merger provisions of Delaware law will not be available for the merger. Instead, the merger will be consummated following the mailing to stockholders of an information statement setting forth certain information relating to the merger and related matters. As a result of the purchase of shares in the tender offer, Explorer Acquisition Corp. has sufficient voting power to approve the merger without the affirmative vote of any other Encysive stockholder.
As a result of this merger, Encysive will become a wholly-owned subsidiary of Pfizer Inc., and each share of Encysive's outstanding common stock will be cancelled and (except for shares held by Encysive, Pfizer or by their wholly-owned subsidiaries or by holders who properly exercise their appraisal rights under Delaware law) converted into the right to receive $2.35 per share in cash, without interest and less any required withholding taxes.