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( BW)(PFIZER-1-2-3-4-5-6)(PFE)(COLY) Pfizer to Acquire Coley
> Pharmaceutical Group
>
> Acquisition Will Expand Pfizer's Investment in Vaccines, Broaden
> Scope of Research in a Number of Key Therapeutic Areas
>
> Business Editors/Healthcare Editors
>
> NEW YORK & WELLESLEY, Mass.--(BUSINESS WIRE)--Nov. 16,
> 2007--Pfizer Inc (NYSE: PFE) announced today it has entered into an
> agreement to acquire Coley Pharmaceutical Group, Inc. (NASDAQ: COLY),
> a publicly-held biopharmaceutical company specializing in vaccine
> adjuvant technology and a new class of immunomodulatory drug
> candidates designed to fight cancers, allergy and asthma disorders,
> and autoimmune diseases.
>
> Under the terms of the agreement, Pfizer will make a cash tender
> offer for all of the outstanding common stock of Coley for $8.00 per
> share, representing an enterprise value of $164 million. The
> transaction is subject to customary closing conditions, including
> approval under the Hart-Scott-Rodino Antitrust Improvements Act of
> 1976 and the acquisition by Pfizer of a majority of Coley's shares.
> Shareholders holding approximately 27% of the Coley shares have
> entered into agreements to tender their shares in the offer.
>
> "This acquisition is an important component of Pfizer's vaccine
> strategy and reflects our commitment to research new and more
> effective vaccines to prevent infectious diseases and to treat cancers
> and other debilitating conditions. Coley's innovative product
> candidate portfolio and technology have the potential to significantly
> enhance future vaccine and immunotherapeutic approaches to a broad
> range of diseases including Alzheimer's, asthma, infectious disease
> and oncology, where we already have strong collaborative research in
> place," said Jeffrey B. Kindler, chairman and chief executive officer,
> Pfizer Inc.
>
> Coley is a pioneer in a new class of drug candidates called TLR
> Therapeutics which work by stimulating or blocking important immune
> system receptors, called Toll-like receptors (TLRs), which, in turn,
> direct the immune system to fight disease. Coley has discovered
> proprietary clinical stage drug candidates targeting TLRs 7, 8 and 9.
>
> "As a pioneer in the field of TLR-based vaccine adjuvants and
> immunomodulators, Coley is delighted to enter into this agreement with
> Pfizer, a partner who has demonstrated that they share our vision,"
> stated Robert L. Bratzler, President and Chief Executive Officer,
> Coley Pharmaceutical Group. "We believe this transaction is a strong
> testament to the therapeutic potential of targeting TLR pathways and
> reflects Pfizer's commitment to discovering and advancing TLR
> Therapeutic candidates that may be capable of directing the immune
> system to treat a wide range of diseases."
>
> The acquisition is expected to close early in 2008. Lazard Freres
> and Co, LLC, and Covington & Burling, LLP advised Pfizer on this
> transaction. JPMorgan and Mintz, Levin, Cohn, Ferris, Glovsky and
> Popeo, P.C. advised Coley Pharmaceutical Group.
>
> More information on both companies and the Coley TLR Therapeutics
> technology can be found at www.pfizer.com and www.coleypharma.com
>
> Conference Call: Coley management will be hosting a conference
> call and webcast to discuss the transaction today, Friday, November
> 16, 2007, at 10:00am Eastern Time.
>
> To access the live audio broadcast or the subsequent archived
> recording of the call, please visit the Investor Center section of the
> Coley website at www.coleypharma.com. Please log onto Coley's website
> several minutes prior to the start of the call to ensure adequate time
> for any software download that may be required. A replay of this
> webcast will be available through November 30, 2007.
>
> Investors may participate in the conference call by dialing either
> +1- 866-314-5232 in the U.S. or +1-617-213-8052 outside the U.S. and
> typing in the passcode 97926444. A replay of this call will be
> available at +1-888-286-8010 (U.S.) or +1-617-801-6888 (international)
> using the passcode 91373615 until November 30, 2007.
>
> The webcast is also being distributed through the Thomson
> StreetEvents Network to both institutional and individual investors.
> Individual investors can listen to the call at www.fulldisclosure.com
> and institutional investors can access the call via
> www.streetevents.com.
>
> PFIZER DISCLOSURE NOTICE: The information contained in this
> release is as of November 16, 2007. Except to the extent required by
> law, Pfizer assumes no obligation to update any forward-looking
> statements contained in this release as a result of new information or
> future events or developments.
>
> This release contains forward-looking information about an
> agreement by Pfizer to acquire Coley Pharmaceutical Group and about
> Coley's drug candidates, vaccine technology and the potential benefits
> of such drug candidates and technology. Such information involves
> substantial risks and uncertainties including, among other things, the
> satisfaction of conditions to closing the agreement; the uncertainties
> inherent in research and development activities; decisions by
> regulatory authorities regarding whether and when to approve any drug
> applications for such drug candidates as well as their decisions
> regarding labeling and other matters that could affect the
> availability or commercial potential of such drug candidates; and
> competitive developments.
>
> A further list and description of risks and uncertainties can be
> found in Pfizer's Annual Report on Form 10-K for the fiscal year ended
> December 31, 2006 and in its reports on Form 10-Q and Form 8-K.
>
> Important Additional Information: The tender offer described
> herein has not commenced. The description contained herein is neither
> an offer to purchase nor a solicitation of an offer to sell shares of
> Coley. At the time the tender offer is commenced, Corvette Acquisition
> Corp. and Pfizer intend to file a Tender Offer Statement on Schedule
> TO containing an offer to purchase, forms of letters of transmittal
> and other documents relating to the tender offer and Coley intends to
> file a Solicitation/Recommendation Statement on Schedule 14D-9 with
> respect to the tender offer. Pfizer and Coley intend to mail these
> documents to the stockholders of Coley. These documents will contain
> important information about the tender offer and stockholders of Coley
> are urged to read them carefully when they become available.
> Stockholders of Coley will be able to obtain a free copy of these
> documents (when they become available) at www.pfizer.com and
> www.coleypharma.com and the website maintained by the Securities and
> Exchange Commission at http://www.sec.gov/.
>
> --30--NF/ny*
>
> CONTACT: Pfizer Inc
> Shreya Prudlo (media)
> 212-733-4889
> shreya.prudlo@pfizer.com
> or
> Jennifer Davis (investors)
> 212-733-0717
> Jennifer.m.davis@pfizer.com
> or
> Coley Pharmaceutical Group, Inc.
> Susan Hager (investors)
> 781-431-9019
> shager@coleypharma.com
> or
> Karen Bergman (media)
> 650-575-1509
> kbergman@@bccpartners.com
>
> KEYWORD: NEW YORK MASSACHUSETTS
> INDUSTRY KEYWORD: PHARMACEUTICAL BIOTECHNOLOGY MEDICAL CONFERENCE
> CALLS MERGERS/ACQ
> SOURCE: Pfizer Inc
>
> Copyright Business Wire 2007
>
>
>
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