Under the terms of the agreement, Pfizer will make a cash tender offer for all issued and outstanding shares of Encysive for $2.35 per share, representing an equity value of approximately $195 million. Following completion of the tender offer, a subsidiary of Pfizer will merge with Encysive, with the outstanding Encysive shares not tendered pursuant to the tender offer converted into the right to receive the per share price paid under the offer.
Upon Pfizer’s acquisition of Encysive, Pfizer will assume Encysive’s change of control repurchase obligations under its 2.5% convertible senior notes. The board of directors of Encysive has unanimously approved the merger agreement and unanimously recommended that Encysive stockholders accept the tender offer and tender their shares.