BIOHAVEN PHARMACEUTICAL HOLDING CO LTD. : Other Events, Financial Statements and Exhibits (Form 8-K)

Section 8.01 Other Events


As previously disclosed, on May 9, 2022, Biohaven Pharmaceutical Holding Company
Ltd., a British Virgin Islands business company limited by shares ("Biohaven" or
the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Pfizer Inc., a Delaware corporation ("Pfizer"), and Bulldog
(BVI) Ltd., a British Virgin Islands business company limited by shares and a
wholly owned subsidiary of Pfizer ("Merger Sub"), pursuant to which, on the
terms and subject to the conditions set forth in the Merger Agreement, Merger
Sub will merge with and into Biohaven (the "Merger").

The completion of the Merger is conditioned upon, among other things, expiration
or termination of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act") relating to the
consummation of the Merger. The applicable waiting period under the HSR Act
expired at 11:59 p.m., Eastern time, on June 27, 2022. In addition to antitrust
approval in the United States, the Merger was cleared by the German Federal
Cartel Office on June 13, 2022 and was cleared by the Austrian Federal
Competition Authority on June 23, 2022. On June 24, 2022, in response to a
briefing paper filed by Pfizer on May 20, 2022, the UK Competition & Markets
Authority confirmed that no further information is required on the Merger.

The completion of the Merger remains subject to other closing conditions,
including (i) the receipt of the required approval from Company shareholders,
(ii) the completion of a pre-closing reorganization by the Company, which will
result in (x) Biohaven Research Ltd., a British Virgin Islands business company
limited by shares and a wholly owned subsidiary of the Company ("SpinCo")
owning, assuming or retaining certain assets and liabilities of the Company and
its subsidiaries related to the Company's pipeline assets and businesses, and
(y) the Company owning, assuming or retaining all other assets and liabilities,
including those associated with the Company's platform for the research,
development, manufacture and commercialization of calcitonin gene-related
peptide receptor antagonists, including rimegepant, zavegepant and the Heptares
Therapeutics Limited pre-clinical CGRP portfolio and (iii) following such
pre-closing reorganization, the distribution by the Company to its shareholders
as of the record date all of the issued and outstanding common shares of SpinCo,
no par value, on a pro rata basis.

Additional Information and Where to Find It
In connection with the proposed transaction, Biohaven will be filing documents
with the United States Securities and Exchange Commission (the "SEC"), including
preliminary and definitive proxy statements relating to the proposed
transaction. The definitive proxy statement will be mailed to Biohaven's
shareholders in connection with the proposed transaction. This communication is
not a substitute for the proxy statement or any other document that may be filed
by Biohaven with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY
STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at
Biohaven's shareholder meeting to approve the proposed transaction or other
responses in relation to the proposed transaction should be made only on the
basis of the information contained in Biohaven's proxy statement. Investors and
security holders may obtain free copies of these documents (when they are
available) and other related documents filed with the SEC at the SEC's web site
at www.sec.gov or on Biohaven's website at
https://www.biohavenpharma.com/investors.

No offer or solicitation

This communication is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the proposed transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law.

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Participants in the solicitation

Biohaven and certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in connection with the
proposed transaction. Information about Biohaven's directors and executive
officers is set forth in its proxy statement for its 2022 annual meeting of
shareholders, which was filed with the SEC on March 11, 2022. Other information
regarding participants in the proxy solicitations in connection with the
proposed transaction, and a description of any interests that they have in the
proposed transaction, by security holdings or otherwise, in the proposed
transaction will be included in the proxy statement described above. These
documents are available free of charge at the SEC's web site at www.sec.gov and
by going to Biohaven's website at https://www.biohavenpharma.com/investors.
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Item 9.01 Financial statements and supporting documents.

(d) Exhibits

      Exhibit Number                                      Exhibit Description
           104                   The cover page of this Current Report on Form 8-K formatted as Inline
                                 XBRL.




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