Pfizer Amends Haleon Stake Filing

TL;DR

Pfizer updated its filing on Haleon shares, signaling potential shifts in its stake.

AI Summary

Pfizer Inc. filed an amendment (Amendment No. 6) to its Schedule 13D on March 19, 2024, regarding its holdings in Haleon plc. The filing indicates a change in the beneficial ownership of Haleon's ordinary shares and American Depositary Shares. Pfizer previously held a significant stake, and this amendment likely reflects adjustments to that position.

Why It Matters

This filing provides insight into Pfizer's ongoing relationship and potential divestment strategy concerning its stake in Haleon, a major consumer healthcare company.

Risk Assessment

Risk Level: medium — Changes in filings by major shareholders like Pfizer can indicate strategic shifts that may impact the stock price of Haleon.

Key Numbers

• 405552100 — CUSIP Number (Identifies the class of securities (Ordinary Shares and ADSs) of Haleon plc.)

Key Players & Entities

• Pfizer Inc. (company) — Filing party
• Haleon plc (company) — Subject company
• 20240319 (date) — Filing date
• Amendment No. 6 (document_part) — Type of filing

FAQ

Key Financial Figures

• $400 million — ice of approximately 315 (approximately $400 million) (such transaction, the "March 2024 Sha
• $7.85 — in the March 2024 Secondary Offering is $7.85 per Unrestricted ADS and 3.08 per Ordin

Filing Documents

• hln13d-a31924.htm (SC 13D/A) — 67KB
• underwritingagreement_exhx.htm (EX-99.1) — 306KB
• lock-upagreement_exhx992.htm (EX-99.2) — 32KB
• 0000078003-24-000080.txt ( ) — 407KB

Identity and Background

Item 2. Identity and Background. The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule I in its entirety and replacing it with Schedule I attached.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The first and second paragraphs of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs -2- (a)-(b) As of the date of this Schedule 13D, without giving effect to the March 2024 Secondary Offering or the March 2024 Share Buyback (each as defined in Item 6), Pfizer is the beneficial owner of 2,955,063,626 Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs), which represents approximately 32% of the Issuer's outstanding Ordinary Shares. Pfizer's beneficial ownership is composed of (i) 295,506,362 Restricted ADSs held by Pfizer, representing 591,012,724 Ordinary Shares, issued under a restricted American Depositary Receipts facility with the Depositary, and (ii) 2,364,050,902 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee. The beneficial ownership percentage reported herein was calculated based on 9,234,573,831 Ordinary Shares outstanding as of December 31, 2023, as reported by the Issuer on its Form 20-F filed with the Securities and Exchange Commission on March 15, 2024. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person has the sole power to vote or direct the vote is 2,955,063,626. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person shares the power to vote or direct the vote is zero. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person has the sole power to dispose or direct the disposition is 2,955,063,626. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person shares the power to dispose or direct the disposition i

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth under the caption "Share Purchase Deed" within Item 6 of the Schedule 13D is hereby amended and restated as follows and Item 6 of the Schedule 13D is hereby supplemented by the information set forth under the caption "March 2024 Secondary Offering" Share Purchase Deed On September 11, 2023, Pfizer and the Issuer entered into a share purchase deed (the "September 2023 Share Purchase Deed") providing a framework for the Issuer to make certain off-market purchases of Ordinary Shares from Pfizer (or its nominees) on such number of occasions as Pfizer and the Issuer may agree in conjunction with any future offer or sale of Ordinary Shares by Pfizer (or its nominees) (excluding, for the avoidance of doubt, any sale of Ordinary Shares to the Issuer pursuant to the September 2023 Share Purchase Deed). Off-market purchases consummated under the September 2023 Share Purchase Deed will take place at such prices, in such numbers and otherwise on the terms and conditions set forth in the September 2023 Share Purchase Deed and in certain notices contemplated thereby. The September 2023 Share Purchase Deed does not obligate either party to purchase or sell any Ordinary Shares and, in furtherance thereof, provides that either Pfizer or the Issuer (acting in its absolute discretion) may decline to participate in any proposed off-market purchase, in each case, subject to the terms and conditions set forth therein.

Materials to Be Filed as Exhibits

Item 7. Materials to Be Filed as Exhibits. 99.1 Underwriting Agreement, dated as of March 19, 2024, by and among Haleon plc, Pfizer Inc., and Citigroup Global Markets Inc., Citigroup Global Markets Limited, Morgan Stanley Co. LLC, Barclays Bank PLC, Barclays Capital Inc., J.P. Morgan Securities LLC, J.P. Morgan Securities plc, UBS AG, London Branch and UBS Securities LLC as representatives of the several underwriters named in Schedule I thereto.* 99.2 Lock-up Agreement, dated as of March 19, 2024, by and among Pfizer Inc., Citigroup Global Markets Inc., Citigroup Global Markets Limited and Morgan Stanley Co. LLC.* * Filed herewith. -4- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated March 19, 2024 PFIZER INC. By s Susan Grant Name Susan Grant Title Assistant Secretary -5- Schedule I Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Pfizer The business address of each director and executive officer is co Pfizer Inc., 66 Hudson Boulevard East, New York, NY 10001. Unless otherwise indicated, each director and executive officer is a citizen of the United States. NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT Albert Bourla, DVM, Ph.D. Chairman and Chief Executive Officer Chairman and Chief Executive Officer, Pfizer. Ronald E. Blaylock Independent Director Founder, Managing Partner of GenNx360 Capital Partners. Susan Desmond-Hellmann, M.D., M.P.H. Independent Director Former Chief Executive Officer of the Bill Melinda Gates Medical Research Institute. Joseph J. Echevarria Independent Director Retired Chief Executive Officer of Deloitte LLP. Scott Gottlieb, M.D. Independent Director Partner, New Enterprise Associates, Inc.'s Healthcare Investment Team and Resident Fellow of the American Enterprise Institute. Helen

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