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: December 23, 2003
Date of earliest event reported: December 21, 2003
PFIZER INC.
(Exact name of registrant as specified in its charter)
Delaware 1-3619 13-5315170
(State or other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
incorporation)
235 East 42nd Street 10017
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(212) 573-2323
Item 5. Other Events and Regulation FD Disclosure
On December 21, 2003, Pfizer Inc. announced that it had entered into an
agreement (the "Agreement") to acquire Esperion Therapeutics, Inc., a
biopharmaceutical company focused on the development of high density lipoprotein
targeted therapies for the treatment of cardiovascular disease. Pursuant to this
Agreement, Pfizer will commence a cash tender offer to acquire the shares of
Esperion stock
-more-
-2-
for $1.3 billion at a price of $35 per share, subject to certain conditions.
Copies of Pfizer's press release and the Agreement are included as Exhibits 99.1
and 99.2, respectively, to this report and are incorporated herein by reference.
Item 7(c). Exhibits
Exhibit 99.1 -Press Release of Pfizer Inc. dated December 21, 2003
Exhibit 99.2 -Agreement between Pfizer Inc. and Esperion Therapeutics, Inc.
dated December 19, 2003
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.
PFIZER INC.
By:
/s/Margaret M. Foran
----------------------------
Margaret M. Foran
Title: Vice President-Corporate
Governance and Secretary
Dated: December 23, 2003
-more-
-3-
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of Pfizer Inc. dated December 21, 2003
99.2 Agreement between Pfizer Inc. and Esperion Therapeutics, Inc.
dated December 19, 2003
-more-