Pfizer Amends Haleon Stake Filing

TL;DR

Pfizer filed an update on its Haleon holdings, watch for changes.

AI Summary

Pfizer Inc. filed an amendment (No. 9) to its Schedule 13D on October 1, 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 exact percentage change or dollar amounts are not immediately available in this excerpt, but the filing signifies an ongoing relationship and potential strategic adjustments between Pfizer and Haleon.

Why It Matters

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

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in strategy or potential future transactions that could impact stock prices.

Key Numbers

• 9 — Amendment Number (Indicates this is an update to a previous filing)

Key Players & Entities

• Pfizer Inc. (company) — Filing entity
• Haleon plc (company) — Subject company
• 0000078003-24-000179 (filing_id) — Accession Number
• 20241001 (date) — Filing date

FAQ

Key Financial Figures

• $308 million — ately 230 million (approximately -3- $308 million) (such transaction, the " September 202
• $5.09 — at a price of 380 pence (approximately $5.09) per Ordinary Share. Such Ordinary Shar

Filing Documents

• sch13a_9-930.htm (SC 13D/A) — 67KB
• exh991blocktradeagreement.htm (EX-99.1) — 223KB
• ex992termsofsale.htm (EX-99.2) — 38KB
• 0000078003-24-000179.txt ( ) — 329KB

Identity and Background

Item 2. Identity and Background The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Section 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 The first and second paragraphs of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs (a)-(b) As of the date of this Schedule 13D, without giving effect to the September 2024 Secondary Offering or the September 2024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) 197,288,952 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 9,113,887,197 Ordinary Shares outstanding as of September 26, 2024, as reported by the Issuer on its Form 6-K filed with the Securities and Exchange Commission on September 26, 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 2,062,236,079. 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 2,062,236,079. 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 dispose or direct the dispo

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 "July 2024 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 "September 2024 Secondary Offering". July 2024 Share Purchase Deed On July 29, 2024, Pfizer and the Issuer entered into a share purchase deed (the " July 2024 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 either 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 July 2024 Share Purchase Deed) or by way of one or more standalone purchases by the Issuer from Pfizer (or its nominees). Off-market purchases consummated under the July 2024 Share Purchase Deed will take place at such prices, in such numbers and otherwise on the terms and conditions set forth in the July Share Purchase Deed and in certain notices contemplated thereby. The July 2024 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. Assuming the July 2024 Share Purchase Deed is not otherwise terminated in accordance with its terms, the term of the July 2024 Share Purchase Deed will continue until such time as the approval of the Issuer's shareholders expires and is not renewed at a subsequent annual general meeting of the Issuer.

Materials to Be Filed as Exhibits

Item 7. Materials to Be Filed as Exhibits. 99.1 Secondary Block Trade Agreement, dated as of September 30, 2024, by and among Pfizer Inc., Merrill Lynch International, Goldman Sachs International, Deutsche Bank AG, London Branch, HSBC Bank plc, RBC Europe Limited, Barclays Bank PLC, BNP PARIBAS, Mizuho International plc, Siebert Williams Shank Co., LLC and PNC Capital Markets LLC.* 99.2 Terms of Sale, dated as of September 30, 2024, by and among Pfizer Inc., Merrill Lynch International, Goldman Sachs International, Deutsche Bank AG, London Branch, HSBC Bank plc, RBC Europe Limited, Barclays Bank PLC, BNP PARIBAS, Mizuho International plc, Siebert Williams Shank Co., LLC and PNC Capital Markets LLC.* * Filed herewith. -5- 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 October 1, 2024 PFIZER INC. By s Susan Grant Name Susan Grant Title Assistant Secretary -6- 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

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View this SC 13D/A filing on SEC EDGAR