On June 1, 2022 Pfizer Inc. (NYSE: PFE) reported an update on its ownership interest in Haleon plc (Haleon), the newly independent company which will hold the joint Consumer Healthcare business of GSK plc (NYSE: GSK) and Pfizer following the demerger of approximately 80% of GSK’s ownership interest in the business to GSK’s shareholders (Press release, Pfizer, JUN 1, 2022, View Source [SID1234615354]). Following the demerger and listing of Haleon on the London Stock Exchange (LSE), which is expected to occur in July 2022, Pfizer will continue to hold a 32% ownership interest in Haleon. However, in keeping with Pfizer’s transformation into a more focused, global leader in science-based innovative medicines and vaccines, the company intends to exit its 32% ownership interest in Haleon in a disciplined manner, with the objective of maximizing value for Pfizer shareholders.
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On July 31, 2019, Pfizer and GSK completed a transaction to form a joint venture (JV) that combined their respective Consumer Healthcare businesses. Under the terms of the transaction, Pfizer and GSK received 32% and 68% ownership interests in the JV, respectively. On June 1, 2022, Haleon published a Prospectus in connection with the demerger and LSE listing. GSK and certain related entities will retain, in the aggregate, an approximately 13.6% ownership interest in Haleon following the transaction. In addition, Haleon will soon apply to list American Depositary Shares (ADSs) representing Haleon ordinary shares on the New York Stock Exchange (NYSE). Completion of the demerger and the LSE and NYSE listings are subject to customary conditions, including GSK shareholder approval.
As previously announced, John Young, former Group President and Chief Business Officer – Pfizer, and Bryan Supran, Senior Vice President and Deputy General Counsel – Pfizer, will be appointed to the Haleon Board of Directors upon completion of the demerger.
Morgan Stanley & Co. LLC and Guggenheim Securities, LLC are acting as Pfizer’s financial advisors for this transaction. Wachtell, Lipton, Rosen & Katz and Clifford Chance LLP are serving as Pfizer’s legal advisors, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its tax advisor for the transaction.