Ημερομηνία: 19/11/2007 9:51:00 πμ Περιοχή: Νέα Υόρκη ΗΠΑ Από: BW

Μεγέθυνση - Σμίκρυνση

( 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 > > >