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Freshfields advises Haleon plc on Pfizer Inc.’s secondary global offering of Haleon shares and £315 million off-market share buyback

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) advises Haleon on the underwritten global offering (the ‘Global Offer’), by its largest shareholder, Pfizer, of 790,554,820 Haleon ordinary shares (including ordinary shares in the form of American Depositary Shares).

In conjunction with the Global Offer, Haleon agreed to make an off-market purchase of 102,272,727 ordinary shares from Pfizer for an aggregate consideration of approximately £315 million (the “Share Buyback”). The Share Buyback was made pursuant to the terms of a share purchase deed between Haleon and Pfizer which was approved by Haleon’s shareholders at its AGM in 2023. The purchase price for the Share Buyback is equal to the offering price of £3.08 per ordinary share in the Global Offer and closed on 21 March 2024. Consequently, Pfizer's interest in Haleon has reduced from 32 per cent to approximately 22.6 per cent of Haleon's issued ordinary shares with rights to vote.

The Freshfields team was led by global transactions partners Samira Afrasiabi, Tom Godwin and Julian Long, with support from associate Chloe Coleman, senior associate Toby Holborow and associate Yoel Gordon. Tax advice was provided by partner May Smith, senior associate Samuel Withnall and associate Robert Jones.

The internal Haleon legal team was led by Charles Atkinson (Vice President, Head of Corporate Legal), Katie Salmon (Assistant General Counsel) and Sandra Humphrey (Assistant General Counsel). The Haleon corporate secretariate team was led by Amanda Mellor (Group Company Secretary), Matthew Conacher (Deputy Company Secretary) and Nick Ivory (Assistant Company Secretary).