Pfizer Inc. (NYSE:PFE) entered into definitive agreement to acquire Arena Pharmaceuticals, Inc. (NasdaqGS:ARNA) for $6.3 billion on December 12, 2021. Pursuant to the terms, Pfizer will pay $100 per share in cash as consideration i.e. At the Effective Time, each share of common stock (other than (i) common stock owned by Arena as treasury stock, (ii) common stock owned by Pfizer or Merger Sub and (iii) any Dissenting Shares) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Merger Consideration, without interest thereon and subject to any withholding of taxes. Pfizer expects to finance the transaction with existing cash on hand. Upon the terms and subject to the conditions of the Merger Agreement, Arena will continue as the surviving corporation and a wholly owned subsidiary of Pfizer (the “Surviving Corporation”). In case of termination, under certain circumstances, Arena will pay a fee of $235 million while Pfizer will be obligated to pay a termination fee of $350 million. Arena Pharmaceuticals, will continue to operate business as usual during this time.

Upon-completion, Directors of Arena will resign. As a part of acquisition, no layoffs are anticipated between now and the transaction close. Importantly, prior to closing, Arena and Pfizer remain separate and independent companies and need to continue to operate that way. Arena will maintain current offices/hubs throughout the integration planning period. The long-term decision about office/hubs locations will be determined as part of the integration process.

The transaction is subject to approval from shareholders of Arena, expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval from regulatory bodies. The transaction is unanimously approved by the boards of Pfizer and Arena. Approval of the Compensation Proposal is not a condition to the completion of the Merger. On January 4, 2022, Arena and Pfizer each filed a Notification and Report Form with respect to the Merger. Pfizer voluntarily withdrew its HSR Act filing on February 3, 2022, refiling on February 7, 2022. The waiting period with respect to the notification and report forms under the HSR Act is now scheduled to expire at 11:59 p.m., Eastern Time, on March 9, 2022, unless extended or earlier terminated. As of February 2, 2022, the shareholders of Arena Pharmaceuticals has approved the transaction. The transaction is expected to close in first half of 2022. As of March 8, 2022, the transaction is expected to close on March 11, 2022. BofA Securities, Inc. and Centerview Partners LLC acted as financial advisors while Arnold & Porter Kaye Scholer LLP and Douglas M. Lankler, Bryan A. Supran, Emily Oldshue, Paul Kinsella, Loretta Richard, Renata Ferrari, Rocky Tsai, David Saltzman, Peter Alpert, Joshua Oyster, Amanda Austin, Aileen Kim, Leslie Thornton, Chrystal LaRoche and Patrick Welsh of Ropes & Gray LLP acted as legal advisor for Pfizer. Bradley Wolff of Evercore Group L.L.C. and Guggenheim Securities, LLC acted as financial advisor and fairness opinion provider while Joan Schmidt of Cooley LLP acted as legal advisor for Arena. Andrew Bab of Debevoise & Plimpton LLP acted as legal advisor to Evercore Group LLC and Guggenheim Securities. Alliance Advisors, LLC acted as proxy solicitor to Arena and received $22,000 as fees. Computershare Trust Company, National Association acted as transfer agent for Arena Pharmaceuticals. Evercore Group LLC and Guggenheim Securities received $34.6 million for advisory service and $2 million for delivery of opinion respectively.

Pfizer Inc. (NYSE:PFE) completed the acquisition of Arena Pharmaceuticals, Inc. (NasdaqGS:ARNA) on March 11, 2022. Arena Pharmaceuticals notified The Nasdaq Global Select Market of the consummation of the transaction and requested that Nasdaq suspend trading of the shares effective before the opening of trading on March 11, 2022 and file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under the Securities Exchange Act of 1934, to effect the delisting of the shares from Nasdaq and to deregister the shares under the Exchange Act. Amit D. Munshi, Tina S. Nova, Garry Neil, Jayson Dallas, Jennifer Jarrett, Oliver Fetzer, Kieran T. Gallahue, Katharine Knobil, Nawal Ouzren and Steven J. Schoch ceased serving as a member of the Board of Directors of Arena Pharmaceuticals.