Pfizer Files 13D/A Amendment for Haleon plc

TL;DR

Pfizer updated its Haleon stake filing (13D/A) on 3/22/24. Watch for changes.

AI Summary

Pfizer Inc. filed an amendment (SC 13D/A) on March 22, 2024, regarding its holdings in Haleon plc. The filing indicates a change in the beneficial ownership of Haleon plc's ordinary shares and American Depositary Shares. Specific details on the percentage change or dollar amounts are not immediately available in this excerpt, but the filing is an update to previous disclosures.

Why It Matters

This filing updates the market on Pfizer's stake in Haleon plc, a significant consumer healthcare company, potentially signaling strategic shifts or changes in investment.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings like this can precede significant stock movements for the subject company.

Key Numbers

• 405552100 — CUSIP Number (Identifies the securities of Haleon plc)

Key Players & Entities

• Pfizer Inc. (company) — Filer of the SC 13D/A amendment
• Haleon plc (company) — Subject company of the filing
• 20240322 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $400 million — pproximately 315 million (approximately $400 million) (such transaction, the "March 2024 Sha
• $7.85 — n the March 2024 Secondary Offering was $7.85 per Unrestricted ADS and 3.08 per Ordin

Filing Documents

• hln13d-a7.htm (SC 13D/A) — 41KB
• 0000078003-24-000082.txt ( ) — 43KB

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The first, second and third paragraphs of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs (a)-(b) As of the date of this Schedule 13D, following the March 2024 Secondary Offering and the March 2024 Share Buyback (each as defined in Item 6), Pfizer is the beneficial owner of 2,062,236,079 Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs), which represents approximately 22.6% of the Issuer's outstanding Ordinary Shares. Pfizer's beneficial ownership is composed of (i) 197,228,952 Restricted ADSs held by Pfizer, representing 394,457,904 Ordinary Shares, issued under a restricted American Depositary Receipts facility with the Depositary, and (ii) 1,667,778,175 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee. The beneficial ownership percentage reported herein was calculated based on 9,132,301,104 Ordinary Shares outstanding, being the aggregate number of Ordinary Shares outstanding following the cancellation of the 102,272,727 Ordinary Shares repurchased by the Issuer in the Share Buyback, as reported by the Issuer on its prospectus supplement filed with the Securities and Exchange Commission on March 19, 2024 pursuant to Rule 424(b)(1) under the Securities Act of 1933, as amended. 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 2,062,236,079. 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 2,062,236

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 captions "Share Purchase Deed" and "March 2024 Secondary Offering" within Item 6 of the Schedule 13D is hereby amended and restated as follows 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. -3-

View Full Filing

View this SC 13D/A filing on SEC EDGAR