Pfizer (PFE) 8-K Possible Offer for Astrazeneca PLC

Pfizer Announcement

Related to AstraZeneca

April 28, 2014

Exhibit 99.6

Introduction

Chuck Triano

Senior Vice President,

Investor Relations

Forward-Looking Statements and

Non-GAAP Financial Information

Our discussions during this conference call will include forward-looking statements.  Actual results

could differ materially from those projected in the forward-looking statements. The factors that could

cause actual results to differ are discussed in the press release regarding the possible combination

issued by Pfizer today, Pfizer’s 2013 Annual Report on Form 10-K and in our reports on Form 10-Q

and Form 8-K.  Nothing contained herein shall be deemed to be a forecast, projection or estimate of

the future financial performance of Pfizer, AstraZeneca or the combined business following

completion of any possible transaction unless otherwise stated.

Also, the discussions during this conference call will include certain financial measures that were not

prepared in accordance with U.S. generally accepted accounting principles (GAAP). Reconciliations

of those non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial

measures can be found in the SEC filings referenced above.

This presentation should be read in conjunction with the Rule 2.4 Possible Offer Announcement

made by Pfizer on April 28, 2014.

This presentation is provided for informational purposes only and is neither an offer to purchase nor a

solicitation of an offer to sell shares of Pfizer or AstraZeneca. Subject to future developments, Pfizer

may file a registration statement and/or tender offer documents with the U.S. Securities and

Exchange Commission (the "SEC") in connection with the possible combination. Pfizer and

AstraZeneca shareholders should read those filings, and any other filings made by Pfizer with the

SEC in connection with the possible combination, as they will contain important information. Those

documents, if and when filed, as well as Pfizer's other public filings with the SEC, including the SEC

filings

referenced

above,

may

be

obtained

without

charge

at

the

SEC’s

website

at

www.sec.gov

and

at

Pfizer's

website

at

www.pfizer.com

in

the

"Investors—SEC

Filings"

section.

Certain

other

materials

related to the possible combination will be available at Pfizer’s website, pursuant to the requirements

of the UK Takeover Code.

Agenda

Potential Offer Background & Summary

Pfizer Overview

Potential Pfizer + AstraZeneca Combination

Next Steps

4

Prepared Remarks

Ian Read

Chairman and Chief Executive Officer

Potential Offer Background &

Summary

Background

Pfizer previously submitted a preliminary, non-binding indication of interest to AstraZeneca’s

Board

In January, Pfizer’s proposal included a combination of cash and shares which represented an

indicative value of £46.61 ($76.62) per share (based on Pfizer’s closing share price of $30.52 on

January 3, 2014 and the exchange rate of $1.00:£0.6083).  This proposal represented a premium of

approximately 30% to AstraZeneca’s closing share price of £35.86 on January 3, 2014.

Intent to combine both companies under a new UK-incorporated holding company

Limited high-level discussions followed

AstraZeneca

declined

to

pursue

negotiations

and

discussions

were

discontinued

on

January

14,

2014

Pfizer attempted to renew discussions on April 26, 2014, but AstraZeneca again declined to engage

Transaction, if proposed and consummated, would allow AstraZeneca shareholders to become

significant shareholders in the combined company enabling participation in future potential value

creation

Possible Transaction would be aligned with Pfizer’s strategy

Pfizer will remain disciplined in terms of its approach to capital allocation

7

Pfizer is reconsidering its options with respect to AstraZeneca and seeking to engage in

discussions with AstraZeneca regarding a possible merger transaction

Possible combination could further enhance ability for value creation for shareholders of both

companies

In light of recent market developments, Pfizer contacted AstraZeneca seeking to renew discussions

in

order

to

develop

a

proposal

that

could

be

recommended

by

both

companies

to

their

shareholders

Why This Is The Right Time

Pfizer has strong standalone operating and financial momentum

New commercial structure driving strong operating performance, financial focus and a clear

vision towards value creation

Pfizer in a strong position to make a proposal that delivers:

An attractive premium for AstraZeneca shareholders

Improved opportunity for potential sustained future value creation with risk that is more

diversified than AstraZeneca’s standalone prospects

Substantial value to both Pfizer and AstraZeneca shareholders

8

Potential combination with AstraZeneca aligns with Pfizer’s operating structure in both

the commercial and research organizations

Notable potential opportunities to strengthen research, collaboration and innovation to

discover and develop new therapies to better serve patients in need

Envision potential to strengthen further key therapeutic areas such as Cardiovascular,

Immunology and Inflammation and Oncology

New commercial structure drives focused business development activity targeted to

create value for shareholders

Why Potential Offer Should Be Highly Compelling for

AstraZeneca Shareholders

Potential to realize a significant premium

Significant premium to the undisturbed AstraZeneca share price as of April 17, 2014

Substantial cash payment

Via execution on integration

Via a high quality product pipeline

Via go-forward capital structure flexibility

Strong pro forma financial profile

Significant operating expense leverage across both organizations

Enhanced capital flexibility for investment and shareholder returns

9

Opportunity to share in Pfizer value upside over medium / long-term

Why the Potential Combination Would Bring Benefits to

Pfizer

Would enable acceleration of our business strategy and strengthen competitive position

Would enhance global offerings for Innovative businesses while also creating a stronger research

platform in key areas and increasing new product launch opportunities

Would

increase

global

reach

and

portfolio

breadth

of

Established

Pharma

business

and

would

have

potential to increase strength and consistency of future cashflow generation

Stronger Emerging Markets footprint and better ability to bring products to market globally for the

benefit of patients and stakeholders

Attractive financial profile to drive potential significant value creation for all shareholders

Expected

to

be

accretive

to

Pfizer’s

adjusted

diluted

EPS

1

in

the

first

full

year

following

the 

combination

and

to

accelerate

EPS

growth

going

forward

2

Anticipated realization of significant synergies

Structured to achieve an efficient tax structure for combined operations and capital allocation

Expected to generate strong and consistent cash flow supporting both appropriate levels of

10

1)

“Adjusted

Income”

and

its

components

and

“Adjusted

Diluted

Earnings

Per

Share

(EPS)”

are

defined

as

reported

U.S.

generally

accepted

accounting

principles (GAAP) net income and its components and reported diluted EPS excluding purchase accounting adjustments, acquisition-related costs,

discontinued operations and certain significant items.

2) This should not be taken as a statement regarding  Pfizer's expectations for its earnings per share for 2014 or subsequent periods. Nothing contained

herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Pfizer, AstraZeneca or the combined business

following completion of any transaction unless otherwise stated.

reinvestment into the business and significant shareholder return

Combination would strengthen both Innovative and Established businesses and improve

flexibility to unlock further value in the future

Pfizer Overview

12

Pfizer  Profile

manufacturing

sites worldwide (as of

4Q’13)

Revenue in 2013

countries

in which Pfizer

sells products

products with sales >$1

billion in 2013

R&D partner institutions

of Cash Flow from

Operations in 2013

colleagues around the

globe (as of 3/31/2014)

to shareholders through

dividends and share

repurchases in 2011-2013

13

From Advil to Zithromax…

Our Medicines, Vaccines and Consumer Health Products Help

Billions of Patients Every Year

New Commercial Structure

New Commercial Structure Better Positions Pfizer for Long-Term Success

Announced internal separation of our commercial and management structure into three

businesses effective at the start of fiscal 2014

Global Innovative Pharma

Geno Germano, Group President

Vaccines, Oncology and

Consumer Healthcare

Albert Bourla, Group President

Global Established Pharma

John Young, Group President

Inflammation/Immunology

CV/Metabolic

Neuroscience

Pain

Rare Diseases

Men’s/Women’s Health

Vaccines

Oncology

Consumer Healthcare

LOE Products

Biosimilars

EP/EM Collaborations

Mylan in Japan

Hisun in China

Teuto in Brazil

Generally includes products that are

expected to have exclusivity beyond

2015

Includes LOE products and generally the

mature patent-protected products that are

expected to lose exclusivity through 2015

Includes businesses with different

operating models and distinct

specializations

14

Proven Track Record of Strong Integration

15

Extensive

integration

experience

to

help

drive

shareholder

value

creation

Long history of strong integration of transformational business combinations

Prior examples of Pharmacia and Wyeth

Wyeth example of strong cost rationalization experience

Wyeth-related synergy targets of $4B from the combined companies

Exceeded Wyeth synergy targets

Best-of-the-best of both organizations

Key senior leadership of Pfizer from legacy Pfizer / Wyeth / other businesses

Focus on early integration planning

Quick

decision

making

and

broad

communication

to

ensure

swift

execution

–

e.g.,

senior leaders decided within 3 months of Wyeth integration planning

Potential Pfizer +

AstraZeneca Combination

Strategic Rationale for Combination of Pfizer and

AstraZeneca

17

Established Pharma

Business

Expect positive growth driven by leading Innovative businesses

operating at a global scale

Complementary strategic fit across multiple key therapeutic areas with

enhanced global offerings

Steady stream of potential new product launches anticipated over

coming years

Strong combined R&D organization and pipeline to support growth

Strong

pro-forma

company

profile

—

anticipate

positive

growth

and

sustainable

cashflows to optimize portfolios and return capital to shareholders

Increased scale and portfolio breadth of combined Established business to

maximize potential of portfolios

Would improve strength and consistency of cashflow generation 

More attractive profile and flexibility for any future business options

Strong

global

footprint

and

enhanced

opportunities

in

developing

markets

Innovative Businesses

Strategic Rationale

Complementary Innovative Portfolios

Vaccines

Prevnar

MnB vaccine

FluMist

FluMist-

Quadrivalent

Oncology

Sutent

Xalkori

Inlyta

Bosulif

Torisel

Palbociclib

Faslodex

Iressa

Caprelsa

Moxetumomab

Olaparib

Selumetinib

AZD-9291

Consumer

Health

Advil

Caltrate

Centrum

ChapStick

Emergen-C

Imedeen

Nexium OTC

Robitussin

Inflammation

& Immunology

Xeljanz

Enbrel

Lesinurad

Brodalumab

Cardiovascular

/ Metabolics

Eliquis

Chantix

PCSK9

Brilinta

Onglyza

Bydureon

Forxiga

Myalept

Epanova

Roxadustat

Neuro / Pain

Lyrica (ex-EU)

Embeda

Flector

Remoxy

ALO-02

Naloxegol

Rare Diseases

& Other

Specialty Care

Genotropin

Benefix

Refacto

Rebif

Rapamune

Elelyso

Synagis

Women’s &

Men’s Health

Viagra (US)

Duavee

Toviaz

Viviant

Pfizer

AstraZeneca

Pfizer

AstraZeneca

18

Complementary attractive

portfolios across multiple

key therapeutic areas

Innovative leadership at a

global scale

Strong combined Oncology,

Vaccines and Specialty

segments with greater

critical mass

Exciting combined

Cardiovascular and

Immunology/Inflammation

franchises

Complementary fit for

Diabetes franchise with

Pfizer primary care strength

Note: Phase 3 and registration

programs in italics; Only includes

select commercial and

development programs; Excludes

respiratory and infectious disease

assets (included as part of GEP)

Innovative

biopharma

leadership

–

driving

strong

potential

value

creation

Vaccines, Oncology, Consumer

Health (VOC)

Global Innovative Pharma

(GIP)

Strategic Rationale

Complementary Innovative Pipelines, Strengthens Key TAs

19

Vaccines                    

Oncology

Palbociclib

PF-03446962

PF-05212384

PF-04449913

PD-0325901

PF-03084014

PF-05082566

PF-06263507

PF-0643922

Moxetumomab

Olaparib

Selumetinib

AZD-9291

Tremelimumab

AZD-4547

MEDI-551

AZD-1775

MEDI-4736

AMP-514

MEDI-6469

AZD-5363

AZD-2014

MEDI-573

Inflammation

& Immunology

PD-0360324

PF-00547659

PF-04171327

PF-04236921

PF-05285401

PF-06473871

PH-797804

Brodalumab

Lesinurad

Mavrilimumab

MEDI-2070

MEDI-546

MEDI-7183

Sifalimumab

RDEA3170

Cardiovascular

/ Metabolics

Bococizumab

PF-00489791

PF-04634817

PF-04937319

PF-05175157

Epanova

Roxadustat

AZD-1722

AZD-4901

Neuro / Pain

Remoxy

ALO-02

Tanezumab

PF-02545920

PF-04360365 

PF-05212377

Naloxegol

AZD-3241

AZD-5213

Rare Diseases

& Other

Specialty Care

Tafamidis

Rivipansel

AZD-5847

Pfizer

AstraZeneca

Pfizer

AstraZeneca

Strong combined pipeline

driving potential innovative

growth

Diversifies risk away from

individual binary events

Limits future need to go

outside organization to

augment pipeline

Steady stream of

anticipated innovative new

product launches

Potentially synergistic in

key areas such as

Oncology, CV/Metabolics

Exciting combined pipeline with potential clinical synergies

Note: Phase 3 and registration

programs in italics; Only includes

select development programs;

Excludes respiratory and infectious

disease assets (included as part of

GEP)

Vaccines, Oncology, Consumer

Health (VOC)

Global Innovative Pharma

(GIP)

MnB vaccine

Staph A vaccine

Strategic Rationale 

Complementary Established Portfolios

Increased critical mass for market access and cost

efficiencies

Enhanced presence and infrastructure across emerging

markets

Development and regulatory capabilities to unlock

opportunities for product lifecycle

Rapid response distribution and reliable supply of high

quality, competitive cost products

Strong cashflow anticipated for reinvestment as well as

return of capital to shareholders

Sustainable franchises and potential growth opportunities

to maintain strong cashflow profile

Flexibility to invest in pipeline across primary care,

specialty, biosimilars

20

Scale and Breadth to Maximize Potential

of Established Portfolios

Maximizing

the

potential

of

mature

product

portfolios

—

strong

and

sustainable

cashflows, well-positioned for future business options

Primary &

Specialty

Care Assets

Lipitor, Celebrex,

Viagra (ex-US), Revatio,

Lyrica (EU), Pristiq,

Aricept, Spiriva, Caduet,

Detrol, Inspra, Vfend,

Zyvox, Tygacil,

Xalabrands, Geodon,

EpiPen, Premarin

Symbicort

Pulmicort

Crestor

Seroquel XR

Zoladex

Arimidex

Casodex

Merrem

Zinforo

Biosimilars

Monoclonal antibodies

Growth

initiatives /

Pipeline

Solid Oral Dose, Sterile

Injectibles, Branded

Value Offering (Hisun,

Teuto, Mylan)

Quillivant

Benralizumab

Tralokinumab

PT003 / PT001

CAZ-AVI

CXL

Other

Respiratory

Pipeline

Legacy

Brands

Norvasc, Cardura,

Zoloft, Neurontin,

Camptosar, Aromasin,

Medrol, Sulperazon,

Sermion, Ativan,

Protonix, Effexor,

Xanax, etc

Prilosec

Atacand

Toprol

Seloken

Seroquel

Nexium

Global Established Products

(GEP)

Pfizer

AstraZeneca

Note: Phase 3 and registration programs

in italics; Only includes select commercial

and development programs

Next Steps

Next Steps

Pfizer would like to negotiate a possible combination on a friendly basis

Hope to continue discussions with AstraZeneca

Begin engagement with other key stakeholders of both companies

Pfizer may either announce a firm offer or confirm that it will not be making an offer

Deadline can be extended with the agreement of AstraZeneca and with Takeover

Panel consent

If Pfizer announces a firm offer, Pfizer would move ahead with its offer and need to

obtain appropriate regulatory consents and shareholder approvals

Continue to be focused on Pfizer shareholder value creation and will be highly

disciplined on price

22

UK

Takeover

Code

provides

28

day

window

after

today’s

announcement

Q&A Session

April 28, 2014