Exhibit 99.1
[PFIZER LOGO] [WYETH LOGO]
PFIZER TO ACQUIRE WYETH,
CREATING THE WORLD'S PREMIER BIOPHARMACEUTICAL COMPANY
Diversification, Flexibility and Scale Position New Company for Success
in Dynamic Global Health Care Environment
Establishes Leadership in Human, Animal, and Consumer Health, including
Primary and Specialty Care; in Vaccines, Biologics and Small Molecules;
and Across Developed and Emerging Markets
Unique and Flexible Business Model Features Focus and Agility of Smaller
Enterprises Backed by Resources and Scale of Global Company
Combination Strengthens Platform for Improved, Consistent, and Stable Earnings
Growth and Sustainable Shareholder Value
New Company Will Promote Health and Wellness and Respond More Effectively
to Unmet Needs of Patients, Physicians, and Customers Around the World
NEW YORK, NY and MADISON, NJ--January 26, 2009 - Pfizer (NYSE: PFE) and Wyeth
(NYSE: WYE) today announced that they have entered into a definitive merger
agreement under which Pfizer will acquire Wyeth in a cash-and-stock transaction
currently valued at $50.19 per share, or a total of approximately $68 billion.
The Boards of Directors of both companies have approved the combination.
The combined company will create one of the most diversified companies in the
global health care industry. Operating through patient-centric businesses that
match the speed and agility of small, focused enterprises with the benefits of a
global organization's scale and resources, the company will respond more quickly
and effectively to meet changing health care needs. The combined company will
have product offerings in numerous growing therapeutic areas, a strong product
pipeline, leading scientific and manufacturing capabilities, and a premier
global footprint in health care.
With its broad and diversified global product portfolio and reduced dependence
on small molecules, the new company will be positioned for improved, consistent,
and stable top-line and EPS growth and sustainable shareholder value in the
short and long term. It is expected that no drug will account for more than 10
percent of the combined company's revenue in 2012.
Financial Highlights
Under the terms of the transaction, each outstanding share of Wyeth common stock
will be converted into the right to receive $33 in cash and 0.985 of a share of
Pfizer common stock, subject to the terms of the merger agreement. Based on the
closing price of Pfizer stock as of January 23, 2009, the stock component is
valued at $17.19 per share. The transaction provides
- 1 -
immediate value to Wyeth shareholders through the cash component, as well as
continued participation in the future prospects expected to result from the
combination through their ownership of approximately 16 percent of Pfizer's
shares.
The deal is expected to be accretive to Pfizer's adjusted diluted earnings per
share in the second full year after closing(1). The transaction is anticipated
to yield cost savings of approximately $4 billion to be fully realized by the
third year after closing. Savings are expected in selling, informational and
administrative functions, research and development, and manufacturing.
The transaction will be financed through a combination of cash, debt and stock.
A consortium of banks has provided commitments for a total of $22.5 billion in
debt.
In connection with the proposed transaction between Pfizer and Wyeth, the Board
of Directors of Pfizer has determined that, effective with the dividend to be
paid in the second quarter of 2009, it will reduce Pfizer's quarterly dividend
per share to $0.16, which continues to be competitive with other industry
participants. Pfizer believes the transaction offers significant opportunities
to enhance long-term shareholder value.
Strategic Overview
Jeffrey B. Kindler, Chairman and Chief Executive Officer of Pfizer, said: "The
combination of Pfizer and Wyeth provides a powerful opportunity to transform our
industry. It will produce the world's premier biopharmaceutical company whose
distinct blend of diversification, flexibility, and scale positions it for
success in a dynamic global health care environment. The new company will be an
industry leader in human, animal and consumer health. With our combined
biopharmaceuticals business, it will lead in primary and specialty care as well
as in small and large molecules. Its geographic presence in most of the world's
developed and developing countries will be unrivaled."
Bernard Poussot, Chairman, President and Chief Executive Officer of Wyeth, said,
"Wyeth's commitment to scientific innovation has enabled us to build a
diversified biopharmaceutical company with leadership in attractive growth areas
such as vaccines, nutritionals and biologics. For example, Wyeth developed
Prevnar, the first pneumococcal vaccine for infants. In addition, because we
were early to see the potential of biotechnology to create life-changing
medicines, we now have a strong franchise which includes Enbrel, the number one
biotechnology product in the world. With our business focused on prevention and
wellness, Wyeth is well positioned in today's rapidly changing health care
environment. Our employees should be enormously proud of what we have built and
confident that combining with Pfizer will accelerate our pursuit of innovative
new medicines to meet critical unmet patient needs. Wyeth and Pfizer are highly
complementary businesses, and together we can build the best diversified health
care company in the world. We believe we can better execute our strategy and can
accomplish far more together in the years ahead than either company could have
achieved on its own."
Mr. Kindler continued, "With this combination, Pfizer will offer patients around
the world a uniquely broad and diversified portfolio of biopharmaceutical
innovations through business units--each one focused on different customer needs
and backed by the resources of a premier global organization. By combining the
spirit of small, agile enterprises with our combined scale, Pfizer will advance
its mission of working together toward a healthier world."
- 2 -
Over the last two years, Pfizer has become a leaner, more disciplined, and far
stronger company that is now capable of - and has demonstrated - superior and
consistent execution of its strategies and commitments. As separately announced
today, for example, Pfizer achieved its 2008 objectives despite the challenging
economy, including meeting or exceeding its financial guidance and
cost-reduction target.
With this essential foundation established, the combination with Wyeth
meaningfully advances in a single transaction each of the strategic priorities
that Pfizer has identified and pursued over the last two years, including:
o Enhancing the in-line and pipeline patent-protected portfolio in key "Invest
to Win" disease areas, such as Alzheimer's disease, inflammation, oncology,
pain and psychosis;
o Becoming a top-tier player in biotherapeutics and vaccines;
o Accelerating growth in emerging markets;
o Creating new opportunities for established products;
o Investing in complementary businesses; and
o Creating a lower, more flexible cost base.
Mr. Kindler added, "Over the last several years, Wyeth's leadership and its
employees have done an outstanding job creating a strong, diversified
biopharmaceutical company. The people, products, and technologies that Wyeth
brings to the new company will enhance our scientific capabilities and drive
further commercial innovation to improve the health of the patients we serve.
The compelling combination of Pfizer and Wyeth allows us to advance our newly
strengthened organization to the next level by harnessing the talents of the
best people from both companies. This will enable us to accelerate significantly
our progress along `Our Path Forward' as we pursue our mission of applying
innovative science to improve world health."
Global Biopharmaceutical Leadership and Business Diversification
The combination of Pfizer and Wyeth will create the world's premier
biopharmaceutical company with a broad range of therapeutic solutions for many
health challenges and preventive care.
For Patients Today - A Broad Portfolio of Health Care Solutions and Treatments
The combined company will offer customers and patients a broad range of products
for every stage of life--with top tier portfolios in key therapeutic areas such
as cardiovascular, oncology, women's health, central nervous system, and
infectious disease and a diverse product portfolio that includes 17 products
with more than $1 billion each in annual revenue. Pfizer will be the second
largest specialty care provider, with products including the world's leading
biologic, Enbrel; Prevnar, the world's largest-selling vaccine; Sutent for
cancer; Geodon for schizophrenia; and Zyvox for infection. The transaction also
builds upon Pfizer's position as a global leader in animal health, with strong
product lines in attractive segments, for companion animals, biologics and
anti-infectives.
For Patients Tomorrow - A Diverse Range of Technology and Research Platforms
The new company will have more resources to invest in research and development
than any other biopharmaceutical company and access to all leading scientific
technology platforms, including vaccines, small and large molecules,
nutritionals and consumer products.
- 3 -
The combination also brings together a robust pipeline of biopharmaceutical
research and development projects, including programs in diabetes,
inflammation/immunology, oncology and pain, as well as significant opportunities
in Wyeth's Alzheimer's disease pipeline, which has a number of compounds in
development, including phase three biotech compound Bapineuzumab. These will be
added to the exciting agents currently in early and later stage development at
Pfizer for Alzheimer's disease, illustrating the breadth and depth the new
company will be able to use in targeting the diseases that most affect patients.
The new company will have an enhanced ability to innovate, operating as focused
business units tailored to patients and other customers. Each business unit will
oversee product development from clinical trials to commercialization. This
approach will allow for rapid decision-making and a more efficient use of
resources and, as a result, will enhance the company's ability to invest in
long-term opportunities. The combination will also provide additional high
quality and high volume manufacturing capabilities, including Wyeth's Grange
Castle, Ireland facility, the largest integrated biotechnology manufacturing
facility in the world.
For Patients Everywhere - A Strong Global Presence
Geographically, the combination will enhance Pfizer's and Wyeth's compelling
portfolios in important growth areas. Based on IMS data, the combined company
will be number one in terms of biopharmaceutical revenues in the United States
with an approximately 12% market share; in Europe with an approximately 10%
share; in Asia (ex-Japan) with an approximately 7% share; in Japan with a 6%
share; and in Latin America with a 6% share.
Pfizer and Wyeth's combined presence will be significant in high-growth emerging
markets, such as Latin America, the Middle East and China, where Wyeth has an
impressive presence in infant nutritionals and Pfizer is a recognized leader in
pharmaceuticals. This enhanced geographic position will further strengthen the
combined company's business, provide increased exposure to high-growth,
less-developed and under-penetrated markets, and provide compelling
opportunities for expense savings.
Conditions
The proposed transaction is subject to customary closing conditions, including
approval by the stockholders of Wyeth, notification and clearance under certain
antitrust statutes. In addition, the proposed transaction is subject to Pfizer's
financing sources not declining to provide the financing due to a material
adverse change with respect to Pfizer or Pfizer failing to maintain credit
ratings of A2/A long-term stable/stable and A1/P1 short term affirmed. There are
no other financing conditions to closing in the merger agreement. Pfizer and
Wyeth expect the transaction to close at the end of the third quarter or during
the fourth quarter 2009.
Advisors
Pfizer's lead financial advisors are Bank of America Merrill Lynch, Goldman
Sachs and J.P. Morgan. Barclays and Citigroup are acting as financial advisors.
Its legal advisor is Cadwalader, Wickersham & Taft LLP. Wyeth's financial
advisors are Morgan Stanley and Evercore Partners and its legal advisor is
Simpson Thacher & Bartlett LLP. In addition, Wachtell, Lipton, Rosen & Katz
served as counsel to Wyeth's Board of Directors.
- 4 -
Conference Call/Webcast
Pfizer and Wyeth will be conducting an analyst and investor conference
call/webcast Monday January 26, 2009 at 8:30am to discuss its proposed
combination. The webcast can be accessed on the investor relations sections of
the two companies' websites, www.pfizer.com and www.wyeth.com. You can also
listen to the conference call by dialing either (866) 331-6338 in the United
States or (347) 284-6938 outside of the United States. The password is "Pfizer".
Press Conference
Pfizer and Wyeth will be holding a press conference with senior executives from
both companies Monday, January 26, 2009 at 10:00am at Pfizer's corporate
headquarters located at 235 East 42nd Street, N.Y., N.Y.
Video Interview with CEOs Jeff Kindler and Bernard Poussot
A video interview with Jeff Kindler and Bernard Poussot is available for viewing
at www.premierbiopharma.com, a website set up for information about the
combination.
For Broadcast Media
Broadcast media may download a broadcast-quality version of the video interview
at http://w3.cantos.com/09/pfizer_wyeth/. This link is not for viewing but
exclusively designed for broadcast download.
ABOUT PFIZER
Pfizer Inc, founded in 1849, is dedicated to better health and greater access to
health care for people and their valued animals. Every day, approximately 81,900
colleagues in more than 150 countries work to discover, develop, manufacture and
deliver quality, safe and effective prescription medicines to patients.
ABOUT WYETH
Wyeth is one of the world's largest research-driven pharmaceutical and health
care products companies. It is a leader in the discovery, development,
manufacturing and marketing of pharmaceuticals, vaccines, biotechnology
products, nutritionals and non-prescription medicines that improve the quality
of life for people worldwide. The Company's major divisions include Wyeth
Pharmaceuticals, Wyeth Consumer Healthcare and Fort Dodge Animal Health.
- 5 -
Contacts:
Pfizer
Media Investors
----- ---------
Ray Kerins 212.733.9203 Suzanne Harnett 212.733.8009
Jennifer Davis 212.733.0717
Wyeth
Media Investors
----- ---------
Daniel McIntyre 484.865.5635 Justin Victoria 973.660.5340
(1) "Adjusted income" and its components and "adjusted diluted earnings per
share (EPS)" are defined as reported net income and its components and reported
diluted EPS excluding purchase-accounting adjustments, acquisition-related
costs, discontinued operations and certain significant items. The adjusted
income and its components and adjusted diluted EPS measures are not, and should
not be viewed as, substitutes for U.S. GAAP net income and its components and
diluted EPS.
Forward Looking Statements
- --------------------------
This Press Release includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Such statements may include, but are not limited to,
statements about the benefits of the proposed merger between Pfizer and Wyeth,
including future financial and operating results, the combined company's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of Pfizer's and Wyeth's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the possibility that the
expected synergies from the proposed merger of Pfizer and Wyeth will not be
realized, or will not be realized within the expected time period, due to, among
other things, the impact of pharmaceutical industry regulation and pending
legislation that could affect the pharmaceutical industry; the ability to obtain
governmental and self-regulatory organization approvals of the merger on the
proposed terms and schedule; the failure of Wyeth stockholders to approve the
merger; the risk that the businesses will not be integrated successfully;
disruption from the merger making it more difficult to maintain business and
operational relationships; the possibility that the merger does not close,
including, but not limited to, due to the failure to satisfy the closing
conditions; Pfizer's and Wyeth's ability to accurately predict future market
conditions; dependence on the effectiveness of Pfizer's and Wyeth's patents and
other protections for innovative products; the risk of new and changing
regulation and health policies in the U.S. and internationally and the exposure
to litigation and/or regulatory actions. Additional factors that could cause
results to differ materially from those described in the forward-looking
statements can be found in Pfizer's 2007 Annual Report on Form 10-K, Wyeth's
2007 Annual Report on Form 10-K and each company's other filings with the
Securities and Exchange Commission (the "SEC") available at the SEC's Internet
site (http://www.sec.gov).
- 6 -
Additional Information
- ----------------------
In connection with the proposed merger, Pfizer will file with the SEC a
Registration Statement on Form S-4 that will include a proxy statement of Wyeth
that also constitutes a prospectus of Pfizer. Wyeth will mail the proxy
statement/prospectus to its stockholders. Pfizer and Wyeth urge investors and
security holders to read the proxy statement/prospectus regarding the proposed
merger when it becomes available because it will contain important information.
You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (www.sec.gov). You may also
obtain these documents, free of charge, from Pfizer's website, www.pfizer.com,
under the tab "Investors" and then under the tab "SEC Filings". You may also
obtain these documents, free of charge, from Wyeth's website, www.wyeth.com,
under the heading "Investor Relations" and then under the tab "Financial
Reports/SEC Filings".
Pfizer, Wyeth and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from Wyeth
stockholders in favor of the merger. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the
Wyeth stockholders in connection with the proposed merger will be set forth in
the proxy statement/prospectus when it is filed with the SEC. You can find
information about Pfizer's executive officers and directors in its definitive
proxy statement filed with the SEC on March 14, 2008. You can find information
about Wyeth's executive officers and directors in its definitive proxy statement
filed with the SEC on March 14, 2008. You can obtain free copies of these
documents from Pfizer and Wyeth using the contact information above.
-####-
- 7 -