Pfizer, Inc.

Pfizer, Inc. entered into an agreement and plan of merger to acquire Encysive Pharmaceuticals Inc. for $190.26 million in cash on February 20, 2008. Under the terms of the agreement, Pfizer will make a cash tender offer for all issued and outstanding shares of Encysive for $2.35 per share. Upon Pfizer's acquisition of Encysive, Pfizer will assume Encysive's change of control repurchase obligations under its 2.5% convertible senior notes. The initial expiration date of the offer shall be the 20th business day following the commencement of the offer. Following completion of the tender offer, Encysive will become a wholly-owned subsidiary of Pfizer, with the outstanding Encysive shares not tendered pursuant to the tender offer converted into the right to receive the per share price paid under the offer. Pfizer would acquire the rights to Thelin, an oral once-daily PAH treatment, as well as Encysive's other pipeline candidates. Encysive may be required to pay to Pfizer a termination fee of $7.7 million.