Pfizer's subsequent offer for remaining Encysive shares ends Monday

By Lisa Kerner

Charlotte, N.C., April 7 - Pfizer Inc. said a total of 70,238,869 shares, or 86.8%, of Encysive Pharmaceuticals Inc. common stock were tendered and not withdrawn in Pfizer subsidiary Explorer Acquisition Corp.'s $2.35-per-share tender offer ended March 31, according to the depositary for the offer.

The total number of shares tendered includes 8,473,574 shares subject to guarantees of delivery, a Pfizer news release stated.

The period for delivery of shares under guaranteed delivery procedures expired at 5 p.m. ET on April 3. As of that time, 2,363,384 shares had been validly tendered under such procedures.

Pfizer said that as of April 1, it beneficially owned roughly 64,128,679 shares, or 79.22%, of Encysive common stock.

Explorer Acquisition's subsequent offering period for the remaining Encysive shares was set to end at 5 p.m. ET on April 7.

As previously reported, following the subsequent offering period Explorer Acquisition will acquire all of the remaining outstanding shares of the Houston biopharmaceutical company's common stock by way of a merger under Delaware law that does not require shareholder approval.

Under Pfizer's agreement with Encysive, Explorer Acquisition has the right to designate a number of individuals to the Encysive board of directors. The designees will constitute a majority of the board.

Georgeson, Inc. (800 546-8249) is the information agent for the tender offer.

On Feb. 20, Pfizer, a New York pharmaceutical company, announced an agreement to acquire Encysive for $2.35 per share in a cash tender offer with an equity value of $195 million.

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