SC TO-T
 

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE TO
 
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
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 per share
(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 0.00003930.
 
o 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: None
  Filing Party: N/A
Form of Registration No.: N/A
  Date Filed: N/A
 
o 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:
þ  Third-party tender offer subject to Rule 14d-1.
o  Issuer tender offer subject to Rule 13e-4.
o  Going-private transaction subject to Rule 13e-3.
o  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.  o
 


 

 
This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute this “Schedule TO”) is filed by (i) Explorer Acquisition Corp., a Delaware corporation (the “Purchaser”), and a wholly-owned subsidiary of Pfizer Inc., a Delaware corporation (“Pfizer”), and (ii) Pfizer. This Schedule TO relates to the offer (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”), at a purchase price of $2.35 per Share (the “Offer Price”) 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 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B).
 
Item 1.   Summary Term Sheet.
 
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
 
Item 2.   Subject Company Information.
 
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Encysive Pharmaceuticals Inc., a Delaware corporation. Encysive’s principal executive offices are located at 4848 Loop Central Drive, Suite 700, Houston, Texas 77081. Encysive’s telephone number at such address is (713) 796-8822.
 
(b) This Schedule TO relates to the outstanding shares of common stock, par value $0.005 per share, of Encysive. Encysive has advised Pfizer that, on February 15, 2008, there were 80,962,765 Shares issued and outstanding, 7,866,067 Shares reserved and available for issuance upon or otherwise deliverable in connection with the exercise of outstanding options, 7,692,305 Shares reserved and available for issuance upon or otherwise deliverable in connection with the exercise of outstanding warrants and 9,322,001 Shares reserved and available for issuance upon conversion of Encysive’s 2.50% Convertible Notes due 2012.
 
(c) The information set forth in the section in the Offer to Purchase entitled “Price Range of Shares; Dividends” is incorporated herein by reference.
 
Item 3.   Identity and Background of Filing Person.
 
This Schedule TO is filed by Pfizer and the Purchaser. The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Pfizer and the Purchaser” and in Schedule I are incorporated herein by reference.
 
Item 4.   Terms of the Transaction.
 
The information set forth in the Offer to Purchase is incorporated herein by reference.
 
Item 5.   Past Contacts, Transactions, Negotiations and Agreements.
 
The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction”, “Certain Information Concerning Pfizer and the Purchaser,” “Background of the Offer; Past Contacts or Negotiations with Encysive,” “Purpose of the Offer; Plans for Encysive” and “The Merger Agreement,” respectively, is incorporated herein by reference.
 
Item 6.   Purposes of the Transaction and Plans or Proposals.
 
The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Price Range of Shares; Dividends,” “Certain Effects of the Offer,” “Purpose of the Offer; Plans for Encysive,” and “The Merger Agreement,” respectively, is incorporated herein by reference.


 

Item 7.   Source and Amount of Funds or Other Consideration.
 
The information set forth in the section of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated herein by reference.
 
Item 8.   Interest in Securities of the Subject Company.
 
The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Pfizer and the Purchaser,” “Purpose of the Offer; Plans for Encysive,” and “The Merger Agreement” is incorporated herein by reference.
 
Item 9.   Persons/Assets Retained, Employed, Compensated or Used.
 
The information set forth in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated herein by reference.
 
Item 10.   Financial Statements.
 
Not applicable.
 
Item 11.   Additional Information.
 
(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Pfizer and the Purchaser,” “Background of the Offer; Past Contacts or Negotiations with Encysive,” “Purpose of the Offer; Plans for Encysive” and “The Merger Agreement,” respectively, is incorporated herein by reference.
 
(a)(2) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; Plans for Encysive,” “Certain Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals,” respectively, is incorporated herein by reference.
 
(a)(3) The information set forth in the sections of the Offer to Purchase entitled “Certain Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals,” respectively, is incorporated herein by reference.
 
(a)(4) The information set forth in the sections of the Offer to Purchase entitled “Certain Effects of the Offer,” “Source and Amount of Funds” and “Certain Legal Matters; Regulatory Approvals,” respectively, is incorporated herein by reference.
 
(a)(5) None.
 
(b) The information set forth in the Offer to Purchase is incorporated herein by reference.
 
Item 12.   Exhibits.
 
         
Exhibit
 
Exhibit Name
 
  (a)(1)(A)     Offer to Purchase dated March 4, 2008.*
  (a)(1)(B)     Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
  (a)(1)(C)     Notice of Guaranteed Delivery.*
  (a)(1)(D)     Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
  (a)(1)(E)     Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
  (a)(5)(A)     Joint Press Release issued by Pfizer and Encysive on February 20, 2008, incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Pfizer on February 20, 2008.
  (a)(5)(B)     Form of Summary Advertisement as published on March 4, 2008 in The Wall Street Journal.
  (a)(5)(C)     Joint Press Release issued by Pfizer and Encysive on March 4, 2008.


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Exhibit
 
Exhibit Name
 
  (b)     Not applicable.
  (d)(1)     Agreement and Plan of Merger, dated as of February 20, 2008, by and among Encysive, Pfizer, and the Purchaser.
  (g)     Not applicable.
  (h)     Not applicable.
 
 
* Included in mailing to stockholders.
 
Item 13.   Information required by Schedule 13E-3.
 
Not applicable.

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SIGNATURE
 
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.
 
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
 
Date: March 4, 2008


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Exhibit
 
Exhibit Name
 
  (a)(1)(A)     Offer to Purchase dated March 4, 2008.*
  (a)(1)(B)     Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
  (a)(1)(C)     Notice of Guaranteed Delivery.*
  (a)(1)(D)     Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
  (a)(1)(E)     Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
  (a)(5)(A)     Joint Press Release issued by Pfizer and Encysive on February 20, 2008, incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Pfizer on February 20, 2008.
  (a)(5)(B)     Form of Summary Advertisement as published on March 4, 2008 in The Wall Street Journal.
  (a)(5)(C)     Joint Press Release issued by Pfizer and Encysive on March 4, 2008.
  (b)     Not applicable.
  (d)(1)     Agreement and Plan of Merger, dated as of February 20, 2008, by and among Encysive, Pfizer, and the Purchaser.
  (g)     Not applicable.
  (h)     Not applicable.
 
 
* Included in mailing to stockholders.


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