NEW YORK & RESEARCH TRIANGLE PARK, N.C.--Pfizer Animal Health, a
division of Pfizer Inc (NYSE: PFE) has agreed to acquire Embrex, Inc.
(NASDAQ: EMBX), an international agricultural biotechnology company
known for its Inovoject® vaccine-delivery systems, the companies
announced today.
Under the terms of the agreement, Pfizer will acquire through a merger
100 percent of the equity of Embrex for $17 per share in cash, making
Embrex a wholly-owned subsidiary of Pfizer Inc. The transaction has an
aggregate equity purchase price of approximately $155 million.
The acquisition is subject to approval by the shareholders of Embrex,
other customary closing conditions, clearance under the
Hart-Scott-Rodino Antitrust Improvements Act and certain foreign
filings. The two companies expect to complete the acquisition in the
first quarter of 2007.
In 2005, Embrex reported revenues of $52.5 million, up 8 percent over
2004. Sales outside the United States accounted for 37 percent of total
revenues. Shares of Embrex common stock closed at $11.92 on Tuesday,
November 14, 2006.
"This acquisition represents an excellent opportunity to leverage
Embrex's innovative technologies and for Pfizer to reenter the poultry
business," said Juan Ramon Alaix, president, Pfizer Animal Health.
"Given the strength and breadth of our current non-poultry product lines
and our industry leadership in research, we are confident that Embrex is
a strong strategic fit for Pfizer's business model and our robust
new-product pipeline."
"Biologicals are a rapidly growing segment of Pfizer Animal Health's
overall sales," Mr. Alaix added. "We are excited by the chance to
dedicate a portion of our research investment to discover and develop
new vaccines that will address unmet needs of poultry producers and
their birds."
"Embrex, founded in North Carolina in 1985, pioneered the development
and use of in ovo injection technology, an approach that improved
the consistency and reliability of vaccine delivery in the poultry
industry," said Randall L. Marcuson, president and chief executive
officer, Embrex, Inc. "As a key addition to Pfizer Animal Health, Embrex
welcomes the growth opportunities afforded by Pfizer's financial and
research resources."
With 2005 sales of $2.2 billion, Pfizer Animal Health is a global leader
in discovering, developing and marketing medicines and vaccines for
livestock, including beef and dairy cattle and swine, and companion
animals. Since selling off its feed-additive business in 2000 to focus
on more innovative products, Pfizer has not served the poultry market.
Embrex is best known for its Inovoject® system, now used to vaccinate
more than 80 percent of the poultry raised in North America against
Marek's disease. Embrex is also active in developing new poultry
vaccines and vaccine-delivery technologies.
This release contains forward-looking statements about Embrex, its
technologies and Pfizer's agreement to acquire Embrex. These statements
involve substantial risks and uncertainties that could cause actual
results to differ materially. Risks include without limitation the
possibility that fewer than the required number of Embrex shareholders
vote to approve the merger, the occurrence of events that would have a
material adverse effect on Embrex as described in the merger agreement,
delays in obtaining or failure to receive required regulatory approvals,
including clearance under the Hart- Scott-Rodino Antitrust Improvements
Act, the risk that the merger agreement could be terminated under
circumstances that would require Embrex to pay a termination fee of $5
million and other uncertainties arising in connection with the proposed
merger. Additional risks that could cause actual results to differ
materially are discussed in Embrex's and Pfizer's Forms 10-K, 10-Q and
other filings with the Securities and Exchange Commission.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect
of the proposed acquisition of Embrex by Pfizer. Embrex will file a
proxy statement and other documents regarding the proposed merger
described in this press release with the U.S. Securities and Exchange
Commission ("SEC"). SHAREHOLDERS OF EMBREX ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING EMBREX'S PROXY
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to
obtain the proxy statement and other relevant documents free of charge
at the SEC's web site, http://www.sec.gov/,
and Embrex shareholders will receive information at an appropriate time
on how to obtain the proxy statement and other transaction-related
documents for free from Embrex. Such documents are not currently
available.
Embrex and its directors, executive officers, certain members of
management and employees may be deemed to be participants in the
solicitation of proxies of Embrex shareholders to approve the proposed
merger. Such individuals may have interests in the merger, including as
a result of holding shares or options to purchase or shares of Embrex
stock. Certain information regarding the participants and their interest
in the solicitation is set forth in the proxy statement for Embrex's
2005 annual meeting of shareholders filed with the SEC on April 13, 2006.
Shareholders may obtain additional information regarding the interests
of such participants by reading the proxy statement relating to the
proposed transaction when it becomes available.
Bob Fauteux of Pfizer,
+1-212-573-3079;
or Randall Marcuson,
President & CEO of Embrex,
+1-919-941-5185
Web site: http://www.pfizer.com