UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
ENCYSIVE PHARMACEUTICALS INC.
(Name of Subject Company (Issuer))
EXPLORER ACQUISITION CORP.
(Offeror)
a wholly-owned subsidiary of
PFIZER INC.
(Parent of Offeror)
(Names of Filing Persons (identifying status as
offeror, issuer or other person))
COMMON STOCK, $0.005 PAR VALUE
(Title of Class of Securities)
29256X107
(CUSIP Number of Class of Securities)
MARGARET M. FORAN, ESQ.
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NY 10017
PHONE (212) 573-2323
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of
filing persons)
Copies to:
RAYMOND O. GIETZ, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 310-8000
CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
--------------------------------------------------------------------------------
$210,165,550 $8,260
(1) Estimated for purposes of calculating the filing fee only. The transaction
valuation was calculated by adding the sum of (i) 80,962,765 shares of
common stock, par value $0.005 per share, of Encysive Pharmaceuticals Inc.
outstanding multiplied by the offer price of $2.35 per share, (ii) 777,079
shares of common stock, par value $0.005 per share, of Encysive
Pharmaceuticals Inc., which were subject to issuance pursuant to the
exercise of outstanding options that have an exercise price per share of
less than $2.35, multiplied by $2.35 and (iii) 7,692,305 shares of common
stock, par value $0.005 per share, of Encysive Pharmaceuticals Inc., which
were subject to issuance pursuant to the exercise of outstanding warrants,
multiplied by $2.35. The calculation of the filing fee is based on
Encysive Pharmaceuticals Inc.'s representation of its capitalization as of
February 15, 2008.
(2) The filing fee was calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, by multiplying the transaction value by
.00003930.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing
Amount Previously Paid: $8,260 Filing Party: Pfizer Inc. and
Explorer Acquisition Corp.
Form of Registration No.: Schedule TO Date Filed: March 4, 2008
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| Third-party tender offer subject to Rule 14d-1
|_| Issuer tender offer subject to Rule 13e-4
|_| Going-private transaction subject to Rule 13e-3
|_| Amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |X|
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AMENDMENT NO. 5 TO SCHEDULE TO
This Amendment No. 5 (the "Amendment No. 5") amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission
(the "Commission") on March 4, 2008, as amended by Amendment No. 1 filed with
the Commission on March 27, 2008, Amendment No. 2 filed with the Commission on
April 1, 2008, Amendment No. 3 filed with the Commission on April 7, 2008 and
Amendment No. 4 filed with the Commission on April 8, 2008 (as amended, the
"Schedule TO") by Pfizer Inc. ("Pfizer") and its wholly-owned subsidiary,
Explorer Acquisition Corp. (the "Purchaser"). This Schedule TO relates to the
offer by the Purchaser to purchase all of the outstanding shares of common
stock, par value $0.005 per share (including the associated preferred stock
purchase rights, the "Shares"), of Encysive Pharmaceuticals Inc., a Delaware
corporation ("Encysive"), for $2.35, net to the seller in cash, without interest
thereon and less any required withholding taxes, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 4, 2008 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with any amendments or supplements to the Offer to Purchase and the Letter of
Transmittal, collectively constitute the "Offer"). Copies of the Offer to
Purchase and the Letter of Transmittal were filed as Exhibits (a)(1)(A) and
(a)(1)(B) to the Schedule TO, respectively. The Offer is made pursuant to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 20,
2008, by and among Encysive, the Purchaser and Pfizer.
All capitalized terms used in this Amendment No. 5 and not otherwise defined
herein shall have the meanings ascribed to them in the Schedule TO or the Offer
to Purchase.
The information in the Offer to Purchase and the related Letter of Transmittal
is incorporated into this Amendment No. 5 by reference to all of the applicable
items in the Schedule TO, except that such information is amended and
supplemented to the extent specifically provided in this Amendment No. 5.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is amended and supplemented by adding the following
text to such Item:
"On April 15, 2008, Pfizer issued a press release announcing the results of the
Offer through the expiration of the subsequent offering period at 5:00 p.m., New
York City time, on April 14, 2008. Based on information provided by the
Depositary, as of the expiration of the subsequent offering period, Pfizer
reported that an aggregate of 69,076,466 Shares were tendered and purchased
pursuant to the Offer, representing approximately 85.33% of the outstanding
Shares.
The Purchaser will acquire all of the remaining outstanding Shares by means of a
merger under Delaware law. Since the Purchaser owns less than 90% of the
outstanding Shares, 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 Offer, the Purchaser 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, and each Share 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. Thereafter, Encysive's common stock will cease to be traded
on the NASDAQ Global Market. Information regarding the Merger will be mailed to
Encysive stockholders who did not tender their Shares in the Offer and,
following the consummation of the Merger, instructions will be mailed to
stockholders outlining the steps to be taken to obtain the Merger
Consideration."
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following:
"(a)(5)(I) Press Release issued by Pfizer on April 15, 2008."
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SIGNATURES
After due inquiry and to the best of the knowledge and belief of each
of the undersigned, each of the undersigned hereby certifies that the
information set forth in this statement is true, complete and correct.
Date: April 15, 2008
PFIZER INC.
By: /s/ David Reid
---------------------------
Name: David Reid
Title: Assistant Secretary
EXPLORER ACQUISITION CORP.
By: /s/ Lawrence Miller
---------------------------
Name: Lawrence Miller
Title: Vice President
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