MADISON, N.J., Aug. 17 /PRNewswire-FirstCall/ -- Wyeth (NYSE: WYE) (the "Company") announced today that it has called for the full redemption of all of its outstanding Wyeth Floating Rate Convertible Senior Debentures due 2024 (the "Convertible Debentures") on September 15, 2009. As of August 14, 2009, there was $22,664,000 in aggregate principal amount of Convertible Debentures outstanding.
Convertible Debentures will be redeemed by the Company at a cash purchase price of $1,000 per $1,000 principal amount at maturity of the Convertible Debentures, plus accrued and unpaid interest from July 15, 2009, the regular interest payment date, to, but excluding, the redemption date.
At any time prior to the close of business on the business day immediately preceding the redemption date, holders may elect to convert all, or a portion of, their Convertible Debentures. The current conversion rate of the Convertible Debentures is 16.7356 shares of Wyeth common stock, par value $0.33 1/3 per share (the "Common Stock"), payable at the option of the Company in cash and/or Common Stock, per $1,000 aggregate principal amount at maturity of Convertible Debentures outstanding. The Company intends to settle the entire amount of any conversion of the Convertible Debentures in cash. Assuming that the price per share of the Common Stock is $46.78, which was the closing price of the Common Stock on the New York Stock Exchange on August 12, 2009, the amount that holders of Convertible Debentures would be entitled to receive upon conversion would be $782.89 per $1,000 aggregate principal amount at maturity of Convertible Debentures outstanding. Holders who convert Convertible Debentures will generally not be entitled to any accrued and unpaid interest and will only receive the amount due upon conversion.
The Company is implementing this redemption pursuant to a request from Pfizer Inc. under the terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement") dated January 25, 2009, between the Company and Pfizer. Holders who convert Convertible Debentures will not receive any amounts pursuant to the Merger Agreement and will only receive the amount due upon conversion discussed above.
A Company Notice of Redemption detailing the redemption and conversion rights is being sent by The Bank of New York Mellon, the Trustee under the indenture relating to the Convertible Debentures, on behalf of the Company to The Depository Trust Company as sole record owner of Convertible Debentures. Copies of the Company Notice of Redemption and additional related information may be obtained from the Trustee by calling (800) 275-2048.
Wyeth is one of the world's largest research-driven pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of pharmaceuticals, vaccines, biotechnology products, nutritionals and non-prescription medicines that improve the quality of life for people worldwide. The Company's major divisions include Wyeth Pharmaceuticals, Wyeth Consumer Healthcare and Fort Dodge Animal Health.
The statements in this press release that are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, risks related to our proposed merger with Pfizer, including satisfaction of the conditions of the proposed merger on the proposed timeframe or at all, contractual restrictions on the conduct of our business included in the merger agreement, and the potential for loss of key personnel, disruption in key business activities or any impact on our relationships with third parties as a result of the announcement of the proposed merger; the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products and pipeline products; government cost-containment initiatives; restrictions on third-party payments for our products; substantial competition in our industry, including from branded and generic products; emerging data on our products and pipeline products; the importance of strong performance from our principal products and our anticipated new product introductions; the highly regulated nature of our business; product liability, intellectual property and other litigation risks and environmental liabilities; the outcome of government investigations; uncertainty regarding our intellectual property rights and those of others; difficulties associated with, and regulatory compliance with respect to, manufacturing of our products; risks associated with our strategic relationships; global economic conditions; interest and currency exchange rate fluctuations and volatility in the credit and financial markets; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; risks and uncertainties associated with global operations and sales; and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including our current reports on Form 8-K, quarterly reports on Form 10-Q and annual report on Form 10-K, particularly the discussion under the caption "Item 1A, Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on February 27, 2009. The forward-looking statements in this press release are qualified by these risk factors. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
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