Encysive Pharmaceuticals Inc.
Exhibit (a)(2)(A)
March 4,
2008
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Houston, TX 77081
Dear Stockholder:
We are pleased to inform you that on February 20, 2008,
Encysive Pharmaceuticals Inc. (“Encysive”)
entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Pfizer Inc., a
Delaware corporation (“Pfizer”), and Explorer
Acquisition Corp., a Delaware corporation
(“Purchaser”) and a wholly-owned subsidiary of
Pfizer.
Under the terms of the Merger Agreement and subject to the
conditions set forth in Purchaser’s Offer to Purchase and
related materials enclosed with this letter, including the
minimum tender condition and the expiration or earlier
termination of any waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976 and any applicable foreign
antitrust, competition or merger control laws, Purchaser is
commencing today a cash tender offer to purchase all of the
outstanding shares of the common stock of Encysive (the
“Common Stock”), together with the preferred
stock purchase rights, at a purchase price of $2.35 per share,
net to the seller in cash without interest, and subject to any
required withholding taxes. Unless subsequently extended, the
tender offer is currently scheduled to expire at 12:00 midnight,
New York City time, on March 31, 2008.
Following the successful completion of the cash tender offer,
Purchaser will be merged with and into Encysive, with Encysive
being the surviving corporation, and all shares of Common Stock
not purchased in the tender offer (other than shares owned by
Pfizer, Purchaser or any wholly-owned subsidiary of Pfizer or
Encysive, or shares held in the treasury of Encysive or by any
stockholder of Encysive who is entitled to and properly
exercises appraisal rights under Delaware law) will be converted
into the right to receive $2.35 in cash per share (or, if a
higher amount is paid in the tender offer, such higher amount).
The Company’s board of directors has unanimously approved
the Merger Agreement, the tender offer and the merger and has
determined that the Merger Agreement and the transactions
contemplated thereby (including the tender offer and the merger)
are fair to and in the best interests of Encysive and its
stockholders. Accordingly, the board of directors recommends
that you accept the tender offer, tender your shares of Common
Stock to Purchaser pursuant to the tender offer and, if
necessary, vote to adopt the Merger Agreement.
In arriving at its recommendations, the Company’s board of
directors gave careful consideration to a number of factors that
are described in the enclosed
Schedule 14D-9.
Also accompanying this letter is Purchaser’s Offer to
Purchase and related materials (including a letter of
transmittal for use in tendering your shares of Common Stock),
which set forth the terms and conditions of Purchaser’s
tender offer and provide instructions as to how to tender your
shares. We urge you to read each of the enclosed materials
carefully.
Very truly yours,
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President and Chief Executive Officer,