Cases & Deals

Pfizer acquires Encysive Pharmaceuticals Inc

Clients Pfizer, Inc.

Jones Day acted as tax counsel to Pfizer, Inc. in its $195 million acquisition of Encysive Pharmaceuticals Inc. announced on February 20. Encysive is a NASDAQ-listed biopharmaceutical company, whose product THELIN®, a treatment for pulmonary arterial hypertension (PAH), is commercially available in much of the European Union and is approved in other markets. Pfizer plans to conduct a pivotal Phase III trial to support registration in the U.S. PAH is estimated to affect 100,000 to 200,000 people in North America and Europe, including about 55,000 persons in the United States.

Pfizer will make a cash tender offer for all issued and outstanding shares of Encysive. Following completion of the tender offer, a subsidiary of Pfizer will merge with Encysive, with the Encysive shares not tendered pursuant to the tender offer converted into the right to receive the per-share price paid under the offer. The transaction is expected to close in the second quarter of 2008, subject to customary closing conditions.