Pfizer Files 13D/A Amendment for Haleon plc Holdings

TL;DR

Pfizer updated its Haleon stake filing. Watch for potential shifts.

AI Summary

Pfizer Inc. filed an amendment (10) to its Schedule 13D on October 3, 2024, regarding its holdings in Haleon plc. The filing details changes in beneficial ownership of Haleon plc's ordinary shares and American Depositary Shares. Pfizer Inc. is the reporting entity, and Haleon plc is the issuer.

Why It Matters

This filing provides updated information on significant ownership changes or intentions by a major shareholder, which can influence market perception and stock price of Haleon plc.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in a significant shareholder's stake or strategy, which can impact the company's stock.

Key Players & Entities

• Pfizer Inc. (company) — Filing entity
• Haleon plc (company) — Subject company

FAQ

Key Financial Figures

• $308 million — pproximately 230 million (approximately $308 million at the pricing of the September 2024 Se
• $5.09 — at a price of 380 pence (approximately $5.09 at the pricing of the September 2024 Se

Filing Documents

• a13d-a10_10324.htm (SC 13D/A) — 46KB
• 0000078003-24-000183.txt ( ) — 48KB

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 The first, second and third paragraphs of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs (a)-(b) As of the date of this Schedule 13D, following the September 2024 Secondary Offering and the September 2024 Share Buyback (each as defined in Item 6), Pfizer is the beneficial owner of 1,361,709,764 Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs), which represents approximately 15.0 % 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) 967,251,860 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee. The beneficial ownership percentage reported herein was calculated based on 9,053,360,882 Ordinary Shares outstanding, as reported by the Issuer on its Form 6-K filed with the Securities and Exchange Commission on October 3, 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 1,361,709,764. 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 1,361,709,764. 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 is zero. (c) The responses

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 "July 2024 Share Purchase Deed" and "September 2024 Secondary Offering" within Item 6 of the Schedule 13D is hereby amended and restated as follows 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 Share Purchase Deed, dated as of July 29, 2024, by and between Pfizer Inc. and the Issuer (incorporated by reference to Exhibit 99.1 to Amendment No. 8). 99.2 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 (incorporated by reference to Exhibit 99.1 to Amendment No. 9). 99.3 Terms of Sale, dated as of October 1, 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 (incorporated by reference to Exhibit 99.2 to Amendment No. 9. -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 3, 2024 PFIZER INC. By sSusan Grant Name Susan Grant Assistant Secretary -6-

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View this SC 13D/A filing on SEC EDGAR