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Pfizer Inc Commences Tender Offer for All Outstanding Shares of Coley Pharmaceutical...

Fri Nov 30, 2007 8:30am EST

Pfizer Inc Commences Tender Offer for All Outstanding Shares of Coley Pharmaceutical Group, Inc.NEW YORK--(Business Wire)--Pfizer Inc (NYSE:PFE) today announced the commencement of its cashtender offer for all outstanding shares of common stock of ColeyPharmaceutical Group, Inc. (Nasdaq:COLY) for $8.00 per share. Thetender offer is being made pursuant to an Offer to Purchase, datedNovember 30, 2007, and in connection with the Agreement and Plan ofMerger, dated November 15, 2007, by and among Pfizer, CorvetteAcquisition Corp., an indirect wholly owned subsidiary of Pfizer, andColey, which Pfizer and Coley announced on November 16, 2007. The tender offer is scheduled to expire at 12:00 midnight, NewYork City time, on Friday, December 28, 2007, unless the tender offeris extended. Following the completion of the tender offer and, ifrequired, receipt of approval by Coley's shareholders, Pfizer expectsto consummate a merger in which remaining Coley shareholders willreceive the same cash price per share as paid in the tender offer. Thetender offer and merger are subject to customary closing conditions,including the acquisition by Pfizer of a majority of Coley's shares inthe tender offer and approval under the Hart-Scott-Rodino AntitrustImprovements Act of 1976. As part of the transaction, Pfizer has entered into an agreementwith certain shareholders of Coley pursuant to which such shareholdershave committed to accept the tender offer and to tender all Coleyshares owned by them, which represent approximately 27 percent of theoutstanding shares. The Depositary and Paying Agent for the tender offer isComputershare Trust Company, N.A., c/o Computershare ShareholderServices, Inc., P.O. Box 43011, Providence, RI 02940-3014, Attn:Corporate Actions. The Dealer Manager for the tender offer is LazardFreres & Co. LLC, 30 Rockefeller Plaza, New York, NY 10020. TheInformation Agent for the tender offer is Georgeson Inc., 199 WaterStreet, 26th Floor, New York, NY 10038. Additional Information This press release is neither an offer to purchase nor asolicitation of an offer to sell securities. The tender offer is beingmade pursuant to a tender offer statement and related materials. Coleyshareholders are advised to read the tender offer statement andrelated materials, which will be filed by Pfizer with the U.S.Securities and Exchange Commission (the "SEC"). The tender offerstatement (including the Offer to Purchase, letter of transmittal andrelated tender offer documents) to be filed by Pfizer with the SEC andthe solicitation/recommendation statement to be filed by Coley withthe SEC will contain important information which should be readcarefully before any decision is made with respect to the tenderoffer. The tender offer statement and the solicitation/recommendationstatement will be mailed to all Coley shareholders of record. The tender offer statement and related materials may be obtainedat no charge by directing a request by mail to Georgeson Inc., 199Water Street, 26th Floor, New York, NY 10038, or by calling toll-free

(800) 546-8249, and may also be obtained at no charge atwww.pfizer.com and www.coleypharma.com and the website maintained bythe SEC at http://www.sec.gov. DISCLOSURE NOTICE: The information contained in this release is asof November 30, 2007. Pfizer assumes no obligation to update anyforward-looking statements contained in this release as a result ofnew information or future events or developments. Some statements in this release may constitute forward-lookingstatements. Pfizer cautions that these forward-looking statements aresubject to risks and uncertainties that may cause actual results todiffer materially from those indicated in the forward-lookingstatements, including the risk that the tender offer may not becompleted or the merger may not be consummated for various reasons,including the failure to satisfy the conditions precedent to thecompletion of the acquisition. A description of risks anduncertainties that may affect Pfizer's results and operations can befound in the Pfizer's Annual Report on Form 10-K for the fiscal yearended December 31, 2006 and in its reports on Forms 10-Q and 8-K.Pfizer IncShreya Prudlo (Media)212-733-4889Shreya.prudlo@pfizer.comorSuzanne Harnett (Investors)212-733-8009Suzanne.harnett@pfizer.comorColey Pharmaceutical Group, Inc.Susan Hager (Investors)781-431-9019Shager@coleypharma.comorKaren Bergman (Media)650-575-1509kbergman@bccpartners.comCopyright Business Wire 2007



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