Pfizer Inc. (NYSE:PFE) entered into an agreement to acquire the remaining 97.1% stake in Biohaven Pharmaceutical Holding Company Ltd. (NYSE:BHVN) from BlackRock, Inc. (NYSE:BLK) and others for $10.4 billion on May 9, 2022. Under the terms of the transaction, Pfizer will acquire all outstanding shares of Biohaven not already owned by Pfizer for $148.5 per share in cash. Biohaven common shareholders, including Pfizer, will also receive 0.5 of a share of New Biohaven in a separate transaction involving spin-off of certain assets of Biohaven. Pfizer will also make payments at closing to settle Biohaven's third party debt and for the redemption of all outstanding shares of Biohaven's redeemable preferred stock. Pfizer expects to finance the transaction with existing cash on hand. The transaction includes the acquisition of Biohaven's calcitonin gene-related peptide (CGRP) programs. Following the closing of the deal, New Biohaven will continue to operate under the Biohaven name. Upon termination of the merger agreement in accordance with its terms, under certain circumstances, Biohaven will be required to pay Pfizer a termination fee in an amount equal to $450 million. New Biohaven will be led by Vlad Coric as Chairman and Chief Executive Officer and include other members of the current management team of Biohaven. Pfizer's acquisition of Biohaven is subject to the completion of the New Biohaven spin-off transaction and other customary closing conditions, including receipt of regulatory approvals approvals or clearances applicable to or advisable for the consummation of the Merger in accordance with the HSR Act and approval by Biohaven's shareholders. The applicable waiting period under the HSR Act expired on June 27, 2022. In addition to antitrust approval in the United States, the Merger was cleared by the German Federal Cartel Office on June 13, 2022 and was cleared by the Austrian Federal Competition Authority on June 23, 2022. Biohaven shareholders will hold a special meeting on September 29, 2022 to approve the transaction. On September 29, 2022, Biohaven Pharmaceutical Holding Company shareholders approved the transaction. The transaction is expected to close fourth quarter of 2022. As of May 11, 2022, the transaction is expected to close by early 2023. As of September 27, 2022, the transaction is expected to close on October 3, 2022. J.P. Morgan acted as Pfizer's financial advisor for the transaction with Emily Oldshue, Amanda Austin, William Michener, David Saltzman, Renata Ferrari, Joshua Oyster, Ruchit Patel, Michael McFalls, Aileen Kim, Michael Mendelevich, Leslie Thornton and Patrick Welsh of Ropes & Gray LLP acting as its legal advisor. Centerview Partners acted as Biohaven's financial advisor and fairness opinion provider for the transaction with Francis J. Aquila and Scott B. Crofton, Robert W. Downes, Matthew M. Friestedt, Davis J. Wang of Sullivan & Cromwell LLP acting as its legal advisor. Biohaven has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Special Meeting. Biohaven estimates that it will pay Innisfree a fee of $35,000. Graham Robinson and Christopher Barlow of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Centerview Partners LLC in the transaction. Matthew Cowman and Alex Drysdale of Walkers acted as legal advisor to Pfizer.

Pfizer Inc. (NYSE:PFE) completed the acquisition of the remaining 97.1% stake in Biohaven Pharmaceutical Holding Company Ltd. (NYSE:BHVN) from BlackRock, Inc. (NYSE:BLK) and others on October 3, 2022. As a result of the acquisition, Biohaven became a wholly-owned subsidiary of Pfizer. At the Effective Time, each of Irina A. Antonijevic, Gregory Bailey, Matthew Buten, John W. Childs, George Clark, Charles Conway, Vlad Coric, Kimberley Gentile, Douglas Gray, Julia P. Gregory, Michael T. Heffernan, Robert J. Hugin, Kishen Mehta, Elyse Stock and John Tilton resigned from the board of directors of Biohaven Pharmaceutical. At the Effective Time, each of Matthew Buten, George Clark, Vlad Coric, Kimberley Gentile, William Jones, Jr. and Elyse Stock resigned as officers of Biohaven Pharmaceutical. Paloma Fernández-Montes Moraleda and Gastón Araya Ortega, as directors of Pfizer as of immediately prior to the effective time of the Merger, became the directors of the Company. Additionally, Fernández-Montes Moraleda was appointed President of Biohaven, and Araya Ortega was appointed Vice President of Biohaven.