SC TO-T
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
COLEY PHARMACEUTICAL GROUP,
INC.
(Name of Subject Company
(Issuer))
CORVETTE ACQUISITION
CORP.
(Offeror)
A Wholly Owned indirect
Subsidiary of
PFIZER INC.
(Parent of Offeror)
(Names of Filing Persons
(identifying status as offeror, issuer or other
person))
Common Stock, $0.01 par value
(Title of Class of
Securities)
19388P106
(CUSIP Number of Class of
Securities)
Margaret M. Foran, Esq.
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
Phone
(212) 573-2323
(Name, address, and telephone
numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Scott F. Smith, Esq.
Peter A. Schwartz, Esq.
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
(212) 841-1000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$247,300,104
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$7,593
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(1) |
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Estimated for purposes of calculating the filing fee only. This
amount assumes the purchase of a total of 30,912,513 shares
of Coley common stock, based on (a) 26,741,697 shares
(which represents the number of shares outstanding as of
November 23, 2007, the most recent practicable date),
(b) 2,497,057 shares subject to stock option grants
and (c) 1,673,759 shares subject to outstanding
warrants, at a purchase price of $8.00 per share. |
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(2) |
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The filing fee was calculated in accordance with
Rule 0-11
under the Securities Exchange Act of 1934 and Fee Rate Advisory
#3 for fiscal year 2008, issued September 28, 2007, by
multiplying the transaction value by .0000307. |
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the form or schedule and
the date of its filing. |
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Amount Previously Paid: None
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Filing Party: N/A
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Form of Registration No.: N/A
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Date Filed: N/A
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ Third-party
tender offer subject to
Rule 14d-1.
o Issuer
tender offer subject to
Rule 13e-4.
o Going-private
transaction subject to
Rule 13e-3.
o Amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer. o
This Tender Offer Statement on Schedule TO (which, together
with any amendments and supplements thereto, collectively
constitute this “Schedule TO”) is filed by
(i) Corvette Acquisition Corp., a Delaware corporation (the
“Purchaser”), and indirect wholly owned subsidiary of
Pfizer Inc., a Delaware corporation (“Pfizer”), and
(ii) Pfizer. This Schedule TO relates to the offer
(the “Offer”) by the Purchaser to purchase all of the
outstanding shares of common stock, par value $0.01 per share
(including the associated preferred stock purchase rights, the
“Shares”), of Coley Pharmaceutical Group, Inc., a
Delaware corporation (“Coley”), at an Offer Price of
$8.00 per Share net to the seller in cash without interest
thereon, less any required withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated November 30, 2007 (which, together with any amendments and
supplements thereto, collectively constitute the “Offer to
Purchase”) and in the related Letter of Transmittal, copies
of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B).
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Item 1.
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Summary
Term Sheet.
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The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet” is incorporated
herein by reference.
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Item 2.
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Subject
Company Information.
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(a) The name of the subject company and the issuer of the
securities to which this Schedule TO relates is Coley
Pharmaceutical Group, Inc., a Delaware corporation. Coley’s
principal executive offices are located at 93 Worcester Street,
Suite 101, Wellesley, Massachusetts, 02481 USA.
Coley’s telephone number at such address is (781) 431
9000.
(b) This Schedule TO relates to the outstanding shares
of common stock, par value $0.01 per share, of Coley. Coley has
advised Pfizer that, on November 23, 2007, there were
26,741,697 Shares outstanding.
(c) The information set forth in the section in the Offer
to Purchase entitled “Price Range of Shares;
Dividends” is incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person.
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This Schedule TO is filed by Pfizer and the Purchaser. The
information set forth in the sections of the Offer to Purchase
entitled “Certain Information Concerning Pfizer and the
Purchaser” and in Schedule I are incorporated herein
by reference.
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Item 4.
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Terms
of the Transaction.
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The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet,”
“Introduction”, “Certain Information Concerning
Pfizer and the Purchaser,” “Background of the Offer;
Past Contacts or Negotiations with Coley,” “Purpose of
the Offer; Plans for Coley” and “The Transaction
Documents,” respectively, is incorporated herein by
reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet,”
“Introduction,” “Price Range of Shares;
Dividends,” “Certain Effects of the Offer,”
“Purpose of the Offer; Plans for Coley,” and “The
Transaction Documents,” respectively, is incorporated
herein by reference.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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The information set forth in the section of the Offer to
Purchase entitled “Source and Amount of Funds” is
incorporated herein by reference.
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Item 8.
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Interest
in Securities of the Subject Company.
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The information set forth in the sections of the Offer to
Purchase entitled “Certain Information Concerning Pfizer
and the Purchaser,” “Purpose of the Offer; Plans for
Coley,” and “The Transaction Documents” is
incorporated herein by reference.
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Item 9.
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Persons/Assets
Retained, Employed, Compensated or Used.
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The information set forth in the section of the Offer to
Purchase entitled “Fees and Expenses” is incorporated
herein by reference.
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Item 10.
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Financial
Statements.
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Not applicable.
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Item 11.
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Additional
Information.
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(a)(1) The information set forth in the sections of the Offer to
Purchase entitled “Certain Information Concerning Pfizer
and the Purchaser,” “Background of the Offer; Past
Contacts or Negotiations with Coley,” “Purpose of the
Offer; Plans for Coley” and “The Transaction
Documents,” respectively, is incorporated herein by
reference.
(a)(2) The information set forth in the sections of the Offer to
Purchase entitled “Purpose of the Offer; Plans for
Coley,” “Certain Conditions of the Offer” and
“Certain Legal Matters; Regulatory Approvals,”
respectively, is incorporated herein by reference.
(a)(3) The information set forth in the sections of the Offer to
Purchase entitled “Certain Conditions of the Offer”
and “Certain Legal Matters; Regulatory Approvals,”
respectively, is incorporated herein by reference.
(a)(4) The information set forth in the sections of the Offer to
Purchase entitled “Certain Effects of the Offer,”
“Source and Amount of Funds” and “Certain Legal
Matters; Regulatory Approvals,” respectively, is
incorporated herein by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase dated November 30, 2007.
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute
Form W-9).
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(5)(A)
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Press Release issued by Pfizer Inc. on November 16, 2007,
incorporated herein by reference to the
Schedule TO-C
filed by Pfizer Inc. on November 16, 2007.
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(a)(5)(B)
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Summary Advertisement as published in The Wall Street Journal on
November 30, 2007.
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(a)(5)(C)
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Press Release issued by Coley and Pfizer on November 30,
2007.
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(b)
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Not applicable.
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(d)(1)
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Agreement and Plan of Merger, dated as of November 15,
2007, by and among Coley, Pfizer, and the Purchaser.
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(d)(2)
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Tender Agreement, dated as of November 15, 2007, by and
between Pfizer Inc., Venrock Associates, Thomas,
McNerney & Partners, L.P., Robert Bratzler and Arthur
Krieg.
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2
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Exhibit
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Exhibit Name
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13.
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Information
required by
Schedule 13E-3.
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Not applicable.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
PFIZER INC.
Name: David Reid
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Title:
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Assistant Secretary
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Date: November 30, 2007
4
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase dated November 30, 2007.
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute
Form W-9).
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(5)(A)
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Press Release issued by Pfizer Inc. on November 16, 2007,
incorporated herein by reference to the
Schedule TO-C
filed by Pfizer Inc. on November 16, 2007.
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(a)(5)(B)
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Summary Advertisement as published in The Wall Street Journal on
November 30, 2007.
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(a)(5)(C)
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Press Release issued by Coley and Pfizer on November 30,
2007.
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(b)
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Not applicable.
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(d)(1)
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Agreement and Plan of Merger, dated as of November 15,
2007, by and among Coley, Pfizer, and the Purchaser.
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(d)(2)
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Tender Agreement, dated as of November 15, 2007, by and
between Pfizer Inc., Venrock Associates, Thomas,
McNerney & Partners, L.P., Robert Bratzler and Arthur
Krieg.
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(g)
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Not applicable.
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(h)
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Not applicable.
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5