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
NEW YORK & WELLESLEY, MA – NOVEMBER 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
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
More information on both companies and the Coley TLR Therapeutics technology can
be found at www.pfizer.com