Item 8.01 Other Events.
Supplemental Disclosures to the Proxy Statement
As previously disclosed on
In connection with the Merger, on
Since the announcement of the Merger, three (3) civil actions were filed
challenging the adequacy of certain public disclosures made by the Company
concerning the Company's proposed transaction with Pfizer. On
Additional Information and Where to Find It
In connection with the Merger, Arena filed with the
Stockholders of Arena are able to obtain a free copy of the Proxy Statement, as
well as other filings containing information about Arena and the proposed
transaction, without charge, at the
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No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
Arena and certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in connection with the
proposed transaction. Information about Arena's directors and executive officers
in the proposed transaction will be included in the proxy statement described
above. These documents are available free of charge at the
Cautionary Statement Regarding Forward Looking Statements
This communication and any documents referred to in this communication contain
certain forward-looking statements within the meaning of the federal securities
laws with respect to the proposed transaction between Pfizer and Arena,
including, but not limited to, statements regarding the expected benefits of the
proposed transaction and the anticipated timing of the proposed transaction,
strategies, objectives and the products and markets of each company. These
forward-looking statements generally are identified by the words "believe,"
"predict," "target," "contemplate," "potential," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "could," "will be," "will continue," "will
likely result," and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this communication, including
but not limited to: (i) the risk that the proposed transaction may not be
completed in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the proposed transaction, including the
adoption of the Merger Agreement by the stockholders of Arena and the receipt of
certain governmental and regulatory approvals, (iii) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement, (iv) the effect of the announcement or pendency of the
proposed transaction on Arena's business relationships, operating results, and
business generally, (v) risks that the proposed transaction disrupts current
plans and operations of Arena or Pfizer and potential difficulties in Arena
employee retention as a result of the proposed transaction, (vi) risks related
to diverting management's attention from Arena's ongoing business operations,
and (vii) the outcome of any legal proceedings that may be instituted against
Pfizer or against Arena related to the Merger Agreement or the proposed
transaction. The risks and uncertainties may be amplified by the COVID-19
pandemic (and related variants), which has caused significant economic
uncertainty. The extent to which the COVID-19 pandemic (and related variants)
impacts Arena's businesses, operations, and financial results, including the
duration and magnitude of such effects, will depend on numerous factors, which
are unpredictable, including, but not limited to, the duration and spread of the
outbreak, its severity, the actions to contain the virus or treat its impact,
and how quickly and to what extent normal economic and operating conditions can
resume. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties that affect
the businesses of Pfizer and Arena described in the "Risk Factors" section of
their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
other documents filed by either of them from time to time with the
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