Pfizer Inc. (NYSE:PFE) entered into a definitive agreement to acquire Global Blood Therapeutics, Inc. (NasdaqGS:GBT) from a group of shareholders for $5 billion on August 7, 2022. Under the terms of the transaction, Pfizer will acquire all the outstanding shares of GBT for $68.50 per share in cash, for a total enterprise value of approximately $5.4 billion, including debt and net of cash acquired. Pfizer expects to finance the transaction with existing cash on hand. The transaction also contains a customary "no shop" provision which restricts Global Blood Therapeutics' ability to solicit third-party acquisition proposals. Upon closing, Global Blood Therapeutics, Inc. will operate as a wholly-owned subsidiary of Pfizer. Global Blood Therapeutics will be required to pay a fee equal to $217 million termination fee under certain circumstances. The transaction also provides that, in connection with the termination of the Merger Agreement under specified antitrust related circumstances, Pfizer will be required to pay Global Blood Therapeutics a “reverse termination fee” equal to $326 million. Under the transaction, the Global Blood Therapeutics team will be joining Pfizer.

The transaction is subject to customary closing conditions, including receipt of regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the receipt of certain non-U.S. antitrust approvals, approval by Global Blood Therapeutics' stockholders. The Boards of Directors of both Pfizer and Global Blood Therapeutics have unanimously approved the transaction. The Board of Directors of Global Blood Therapeutics has recommended its stockholders adopt the Merger Agreement. Shareholders of Global Blood Therapeutics will hold a special meeting on September 30, 2022 to approve the transaction. The transaction has been approved by the shareholders of Global Blood Therapeutics on September 30, 2022. The transaction is expected to close as early as the fourth quarter of 2022. As of September 30, 2022, the transaction is expected to complete on October 5, 2022.

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as financial advisors to Pfizer. David K. Lam and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz acted as the legal advisor to Pfizer. J.P. Morgan Securities LLC and Centerview Partners LLC acted as financial advisor and fairness opinion provider to Global Blood Therapeutics. In connection with Centerview's services as a financial advisor to the Board, Global Blood has agreed to pay Centerview an aggregate fee of approximately $42 million, $2 million of which was payable upon the rendering of Centerview's opinion and $40 million of which is payable contingent upon consummation of the transaction For financial advisory services rendered in connection with the merger (including the delivery of its opinion), Global Blood will pay J.P. Morgan an aggregate fee of, approximately, $53,200,000, of which $2,000,000 became payable upon public announcement of the execution of the merger agreement and the remainder of which is payable upon the consummation of the merger. Faiza J. Saeed, Ting S. Chen, Bethany A. Pfalzgraf, Eric W. Hilfers, Daniel K. Zach, Lauren Angelilli, David J. Kappos and Anthony N. Magistrale of Cravath, Swaine & Moore LLP and Goodwin Procter LLP acted as legal advisors to Global Blood Therapeutics. Continental Stock Transfer & Trust Company, LLC served as transfer agent to Global Blood Therapeutics, Inc. GBT has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Special Meeting. GBT expects to pay Innisfree M&A Incorporated a fee of $37,500, plus certain costs associated with additional services. Latham represents J.P. Morgan Securities and Centerview Partners as financial advisors to Global Blood Therapeutics. Frank Aquila and Matthew G. Hurd of Sullivan & Cromwell LLP represents Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC as financial advisers to Pfizer Inc.

Pfizer Inc. (NYSE:PFE) completed the acquisition of Global Blood Therapeutics, Inc. (NasdaqGS:GBT) from a group of shareholders on October 5, 2022