Pfizer Inc. (NYSE:PFE) entered into an agreement to acquire Seagen Inc. (NasdaqGS:SGEN) from Baker/Tisch Investments, L.P, a funds managed by Baker Brothers Investments and others for $43.8 billion on March 12, 2023. As part of consideration Pfizer, will pay $229 in cash per Seagen share for a total enterprise value of $43 billion. Pfizer expects to finance the transaction substantially through $31 billion of new, long-term debt, and the balance from a combination of short-term financing and existing cash. As of May 19, 2023, Pfizer has completed a public offering of notes in an aggregate amount of $31 billion, which will be used as part of financing the acquisition. In addition, the agreement provides that Pfizer will be required to pay Seagen a termination fee of approximately $2.224 billion in connection with the termination of the agreement. The agreement also provides that the Seagen will be required to pay Pfizer a termination fee of $1.646 billion following or in connection with the termination of the agreement in certain circumstances.

The transaction is subject to approval of Regulatory Board, Antitrust Regulations, Pfizer board of directors, Seagen board of directors and Seagen shareholders. The boards of directors of both companies have unanimously approved the transaction. As of May 30, 2023, the transaction has been approved by the Seagen's shareholders. On June 1, 2023, Seagen and Pfizer referred the Merger to the European Commission (the ?EC?) for review under Article 4(5) of the EU Merger Regulation. On June 23, 2023, the EC accepted jurisdiction as a result of such referral and receipt of approval from the EC for the Merger has become a condition for the closing of the Merger. On July 14, 2023, parties received a request for additional information and documentary materials (a ?Second Request?) from the Federal Trade Commission in connection with the FTC?s review of the Merger. The effect of a Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?), until 30 days after Pfizer and Seagen each have substantially complied with the Second Request issued to it, unless that period is terminated sooner by the FTC. On October 19, 2023, European Commission approved the transaction. The companies expect to complete the transaction in late 2023 or early 2024. The transaction is expected to be neutral to slightly accretive to adjusted diluted earnings per share (EPS)4 in the third to fourth full year post close. As on December 11, 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired and received all required regulatory approvals for the closing of the merger. Seagen expects to complete the merger on December 14, 2023.

Guggenheim Securities, LLC acted as financial and David K. Lam and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz and Arnold & Porter Kaye Scholer LLP acted as legal advisor to Pfizer. Centerview Partners LLC acted as financial advisor as well as fairness opinion provider to Seagen. Seagen has agreed to pay Centerview an aggregate fee of approximately $88 million. Matthew G. Hurd, Melissa Sawyer, Bradley S. King, Matt Friestedt, RuiHui (Rachel) Yu, Davis Wang, Renata Hesse, Samantha Hynes, Sarah Remmer and Michael Rosenthal of Sullivan & Cromwell LLP acted as legal advisors to Seagen. MTS Health Partners acted as financial advice to Seagen. Graham Robinson and Laura P. Knoll of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Centerview Partners LLC. Innisfree M&A Inc. is acting as proxy solicitor for Seagen for a fee of $25,000. Computershare Shareowner Services LLC is the transfer agent for Seagen. Douglas Rappaport of Akin Gump Strauss Hauer & Feld LLP acted as a legal advisor to Baker Brothers Investments. Stuart M. Cable, James A. Matarese and Blake Liggio of Goodwin Procter LLP acted as legal advisors to Guggenheim Securities.

Pfizer Inc. (NYSE:PFE) completed the acquisition of Seagen Inc. (NasdaqGS:SGEN) from Baker/Tisch Investments, L.P, a funds managed by Baker Brothers Investments and others on December 14, 2023.