Amendment: SEC Form SCHEDULE 13D/A filed by Haleon plc
$HLN
Package Goods/Cosmetics
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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Haleon plc (Name of Issuer) |
Ordinary Shares, nominal value GBP0.01 per share; American Depositary Shares, each representing two Ordinary Shares (Title of Class of Securities) |
405552100 (CUSIP Number) |
Margaret M. Madden, Esq. Pfizer Inc., 66 Hudson Boulevard East New York, NY, 10001 212-733-2323 Jacob A. Kling, Esq. Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street New York, NY, 10019 212-403-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 405552100 |
| 1 |
Name of reporting person
Pfizer Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
661,709,764.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
661,709,764 Ordinary Shares includes: (1) 197,228,952 restricted American Depository Shares ("Restricted ADSs") held by Pfizer Inc. ("Pfizer" or the "Reporting Person"), representing 394,457,904 Ordinary Shares, nominal value GBP0.01 per share ("Ordinary Shares"), of Haleon plc (the "Issuer"), and (2) 267,251,860 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee. See Item 5.
Percent of class represented by amount in row (11) is calculated based upon 9,053,360,882 Ordinary Shares outstanding as of October 31, 2024, as reported by the Issuer on its Form 6-K filed with the Securities and Exchange Commission (the "SEC") on November 1, 2024.
The CUSIP on the cover page applies to the Issuer's American Depositary Shares, each representing two Ordinary Shares. No CUSIP has been assigned to the Ordinary Shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value GBP0.01 per share; American Depositary Shares, each representing two Ordinary Shares | |
| (b) | Name of Issuer:
Haleon plc | |
| (c) | Address of Issuer's Principal Executive Offices:
Building 5, First Floor, The Heights, Weybridge, Surrey,
UNITED KINGDOM
, KT13 0NY. | |
Item 1 Comment:
Explanatory Note
The following constitutes Amendment No. 12 ("Amendment No. 12") to the Schedule 13D filed with the SEC by Pfizer on July 27, 2022, as amended by Amendment No. 1 on February 1, 2023, Amendment No. 2 on May 15, 2023, Amendment No. 3 on September 11, 2023, Amendment No. 4 on October 10, 2023, Amendment No. 5 on January 19, 2024, Amendment No. 6 on March 19, 2024, Amendment No. 7 on March 22, 2024, Amendment No. 8 on July 29, 2024, Amendment No. 9 on October 1, 2024, Amendment No. 10 on October 3, 2024 and Amendment No. 11 on January 16, 2025 (the "Schedule 13D"). This Amendment No. 12 amends and supplements the Schedule 13D as specifically set forth herein. Except as set forth herein, the Schedule 13D is unmodified. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | No amendment to this Item is being made. | |
| (b) | No amendment to this Item is being made. | |
| (c) | No amendment to this Item is being made. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| (f) | No amendment to this Item is being made. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No amendment to this Item is being made. | ||
| Item 4. | Purpose of Transaction | |
No amendment to this Item is being made. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The first and second paragraphs of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs:
As of the date of this Schedule 13D, following the January 2025 Secondary Offering (as defined in Item 6), Pfizer is the beneficial owner of 661,709,764 Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs), which represents approximately 7.3% of the Issuer's outstanding Ordinary Shares. Pfizer's beneficial ownership is composed of (i) 197,228,952 Restricted ADSs held by Pfizer, representing 394,457,904 Ordinary Shares, issued under a restricted American Depositary Receipts facility with the Depositary, and (ii) 267,251,860 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee. The beneficial ownership percentage reported herein was calculated based on 9,053,360,882 Ordinary Shares outstanding as of October 31, 2024, as reported by the Issuer on its Form 6-K filed with the SEC on November 1, 2024.
The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person has the sole power to vote or direct the vote is 661,709,764. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person shares the power to vote or direct the vote is zero. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person has the sole power to dispose or direct the disposition is 661,709,764. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person shares the power to dispose or direct the disposition is zero. | |
| (b) | See (a). | |
| (c) | The third paragraph of Item 5 of the Schedule 13D is hereby superseded by the following paragraph:
The response to Item 6 of the Schedule 13D is incorporated by reference herein. Except as described herein, Pfizer has not acquired or disposed of any Ordinary Shares, Restricted ADSs, Unrestricted ADSs or other securities of the Issuer during the past 60 days. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth under the caption "January 2025 Secondary Offering" within Item 6 of the Schedule 13D is hereby amended and restated as follows:
January 2025 Secondary Offering
On January 14, 2025, Pfizer, as the seller, entered into a secondary block trade agreement (the "January 2025 Block Trade Agreement") with J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc and UBS AG London Branch, as the lead managers (the "Lead Managers"), and the additional managers named therein (together with the Lead Managers, the "Managers"), pursuant to which the Lead Managers agreed, severally and not jointly or jointly and severally, to use their respective reasonable endeavors to procure purchasers for 580,000,000 Ordinary Shares (or such higher number as agreed between Pfizer and the Lead Managers) at a price to be determined pursuant to an accelerated book building process (the "January 2025 Secondary Offering"), and the Managers excluding the Lead Managers agreed, severally and not jointly or jointly and severally, to act as co-managers in connection with the January 2025 Secondary Offering. Pursuant to the terms of sale dated January 15, 2025 (the "Terms of Sale"), 700 million Ordinary Shares were sold at a price of 357 pence (approximately $4.36 at the pricing of the January 2025 Secondary Offering) per Ordinary Share. Such Ordinary Shares were sold in an unregistered offering pursuant to exemptions from registration under the Securities Act of 1933, as amended. The January 2025 Secondary Offering closed on January 17, 2025.
Pursuant to the January 2025 Block Trade Agreement, Pfizer undertook that it would not, and would procure that the members of its Group (as defined therein) would not, without the prior written consent of J.P. Morgan Securities plc and Morgan Stanley & Co. International plc, directly or indirectly, offer, sell, contract to sell, pledge, grant any option over or otherwise dispose of any equity securities of the Issuer or any securities convertible into, or exercisable, or exchangeable for, equity securities of the Issuer, or publicly announce an intention to effect any such transaction, for a period beginning on January 14, 2025 and ending 60 days after the closing of the January 2025 Secondary Offering, subject to certain exceptions.
The foregoing descriptions of the January 2025 Block Trade Agreement and the Terms of Sale do not purport to be complete and are qualified in their entirety by reference to the actual terms of such agreements, which are filed as Exhibit 99.2 and Exhibit 99.3 to Amendment No. 11 and are incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Secondary Block Trade Agreement, dated as of January 14, 2025, by and among Pfizer Inc., J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc, UBS AG London Branch, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and Loop Capital Markets LLC (incorporated by reference to Exhibit 99.2 to Amendment No. 11).
99.2 Terms of Sale, dated as of January 15, 2025, by and among Pfizer Inc., J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc, UBS AG London Branch, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and Loop Capital Markets LLC (incorporated by reference to Exhibit 99.3 to Amendment No. 11). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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