Pfizer subsidiary acquires 86.8% of Encysive's shares through tender offer, begins subsequent offer

By Lisa Kerner

Charlotte, N.C., April 1 - Pfizer, Inc. subsidiary Explorer Acquisition Corp. purchased all of the 70,238,869 shares validly tendered and not withdrawn in Pfizer's $2.35-per-share tender offer for Encysive Pharmaceuticals Inc. ended March 31.

According to the depositary for the offer, the shares accepted represent some 86.8% of Encysive's outstanding shares and include 8,473,574 shares subject to guarantees of delivery.

Explorer Acquisition began a subsequent offering period to acquire all of the remaining untendered shares of Encysive, a company news release stated.

The subsequent offering period is set to end at 5 p.m. ET on April 7.

Once the subsequent offering period expires, Explorer Acquisition will acquire all of the remaining outstanding shares of the Houston biopharmaceutical company's common stock by way of a merger under Delaware law that does not require shareholder approval.

Under Pfizer's agreement with Encysive, Explorer Acquisition has the right to designate a number of individuals to the Encysive board of directors. The designees will constitute a majority of the board.

Georgeson, Inc. (800 546-8249) is the information agent for the tender offer.

On Feb. 20, Pfizer, a New York pharmaceutical company, announced an agreement to acquire Encysive for $2.35 per share in a cash tender offer with an equity value of $195 million.

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