UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
ENCYSIVE PHARMACEUTICALS INC.
(Name of Subject Company (Issuer))
EXPLORER ACQUISITION CORP.
(Offeror)
a wholly-owned subsidiary of
PFIZER INC.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, $0.005 par value
(Title of Class of Securities)
29256X107
(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:
Raymond O. Gietz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$210,165,550
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$8,260
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(1)
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Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated
by adding the sum of (i) 80,962,765 shares of common stock, par value $0.005 per share, of Encysive
Pharmaceuticals Inc. outstanding multiplied by the offer price of $2.35 per share, (ii) 777,079
shares of common stock, par value $0.005 per share, of Encysive Pharmaceuticals Inc., which were
subject to issuance pursuant to the exercise of outstanding options that have an exercise price per
share of less than $2.35, multiplied by $2.35 and (iii) 7,692,305 shares of common stock, par value
$0.005 per share, of Encysive Pharmaceuticals Inc., which were subject to issuance pursuant to the
exercise of outstanding warrants, multiplied by $2.35. The calculation of the filing fee is based on
Encysive Pharmaceuticals Inc.’s representation of its capitalization as of February 15, 2008.
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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,
by multiplying the transaction value by .00003930.
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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: $8,260
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Filing Party: Pfizer Inc. and Explorer Acquisition Corp.
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Form of Registration No.: Schedule TO
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Date Filed: March 4, 2008
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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Third-party tender offer subject to Rule 14d-1
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Issuer tender offer subject to Rule 13e-4
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Going-private transaction subject to Rule 13e-3
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Amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results of the tender
offer.
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TABLE OF CONTENTS
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 (the “Amendment No. 2”) amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on March 4, 2008,
as amended by Amendment No. 1 filed with the Commission on March 27, 2008 (as amended, the
“Schedule TO”) by Pfizer Inc. (“Pfizer”) and its wholly-owned subsidiary, Explorer Acquisition
Corp. (the “Purchaser”). This Schedule TO relates to the offer by the Purchaser to purchase all of
the outstanding shares of common stock, par value $0.005 per share (including the associated
preferred stock purchase rights, the “Shares”), of Encysive Pharmaceuticals Inc., a Delaware
corporation (“Encysive”), for $2.35, net to the seller in cash, without interest thereon and less
any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated March 4, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal
(which, together with any amendments or supplements to the Offer to Purchase and the Letter of
Transmittal, collectively constitute the “Offer”). Copies of the Offer to Purchase and the Letter
of Transmittal were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.
The Offer is made pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as
of February 20, 2008, by and among Encysive, the Purchaser and Pfizer.
All capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the
meanings ascribed to them in the Schedule TO or the Offer to Purchase.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated into
this Amendment No. 2 by reference to all of the applicable items in the Schedule TO, except that
such information is amended and supplemented to the extent specifically provided in this Amendment
No. 2.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is amended and supplemented by adding the following text to such Item:
“At 12:00 midnight, New York City time, on Monday, March 31, 2008, the initial offering period
expired. Based on information provided by the Depositary, as of such time, an aggregate of
70,238,869 Shares (including approximately 8,473,574 Shares subject to guarantees of delivery) were
tendered and not withdrawn pursuant to the Offer, representing approximately 86.8% of the
outstanding Shares. The Purchaser has accepted such tendered Shares for payment pursuant to the
terms of the Offer. Payment for Shares accepted for payment will be made promptly.
Promptly upon acceptance for payment of, and payment by the Purchaser for, any Shares tendered in
the Offer, the Merger Agreement grants the Purchaser the right to designate a number of individuals
to the Encysive Board of Directors and, following their election, such designees will constitute a
majority of the Encysive Board of Directors.
In accordance with the Merger Agreement, the Purchaser commenced a Subsequent Offering Period in
connection with the Offer, at 9:00 a.m., New York City time, on Tuesday, April 1, 2008 for all
remaining untendered Shares. The Subsequent Offering Period will expire at 5:00 p.m., New York City
time, on Monday, April 7, 2008, unless extended. Pfizer and the Purchaser reserve the right to
extend the Subsequent Offering Period in accordance with applicable law. Any such extension will
be followed as promptly as practicable by public announcement, which will be issued no later than
9:00 a.m., New York City time, on the next business day after the Subsequent Offering Period was
scheduled to expire. During the Subsequent Offering Period, the Purchaser will immediately accept
for payment and promptly pay for properly tendered Shares as such Shares are tendered. Stockholders who
properly tender during the Subsequent Offering Period will receive the same $2.35 per Share cash
consideration that is payable to stockholders who tendered during the initial offering period.
Procedures for tendering Shares during the Subsequent Offering Period are the same as during the
initial offering period with two exceptions: (1) Shares cannot be delivered by the guaranteed
delivery procedure and (2) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934,
as amended, Shares tendered during the Subsequent Offering Period may not be withdrawn.
On April 1, 2008, Pfizer issued a press release announcing the preliminary results of the Offer and
the commencement of the Subsequent Offering Period. The full text of this press release is filed as
Exhibit (a)(5)(F) to this Schedule TO and is incorporated herein by reference.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the following:
“(a)(5)(F) Press Release issued by Pfizer on April 1, 2008.”