Agreement and Plan of Merger dated as of February 20, 2008 among Pfizer Inc., Explorer Acquisition Corp. and Encysive Pharmaceuticals Inc.Agreement and Plan of Merger • March 4th, 2008 • Pfizer Inc • Pharmaceutical preparations • Delaware
Agreement and Plan of Merger (this “Agreement”), dated as of February 20, 2008, among Pfizer Inc., a Delaware corporation (“Parent”), Explorer Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Encysive Pharmaceuticals Inc., a Delaware corporation (the “Company”).
Offer To Purchase For Cash All Outstanding Shares of Common Stock of ENCYSIVE PHARMACEUTICALS INC. at $2.35 NET PER SHARE by EXPLORER ACQUISITION CORP. a wholly-owned subsidiary of PFIZER INC.Pfizer Inc • March 4th, 2008 • Pharmaceutical preparations
We are Explorer Acquisition Corp., a Delaware corporation, formed for the purpose of making this Offer. We are a wholly-owned subsidiary of Pfizer Inc., a Delaware corporation. Pfizer Inc. is a research-based, global pharmaceutical company. Pfizer Inc. discovers, develops, manufactures and markets leading prescription medicines for humans and animals.
