Exhibit 99.2
Pfizer Inc
235 East 42nd Street
New York, NY 10017
[PFIZER LOGO] www.pfizer.com
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Jeffrey B. Kindler
Chairman and CEO
Dear Colleagues,
Today we are announcing that Pfizer has agreed to acquire Wyeth. With this
combination, we are creating the world's premier biopharmaceutical company --
one that is uniquely positioned to promote health and wellness and to respond
more effectively to unmet medical needs of patients around the world.
Our company will be one of the most diversified companies in the global health
care industry -- offering patients a range of treatments for every stage of
life, from prenatal vitamins, to baby formula, to vaccinations, to
over-the-counter products, to therapies for pain, cancer and Alzheimer's
disease. We will be a leader in human health, animal health, consumer health,
primary care, specialty care, vaccines, biologics, small molecules and more; and
our geographic position in most of the world's developed and emerging countries
will be unrivaled.
The combined company will benefit from strong business diversification and
flexibility. And we will harness the advantages of our unique business model,
combining the spirit of small, agile enterprises with the power and scale of a
global organization.
Over the past two years, you have done the hard work of reshaping our company to
the point where this transformational step is possible. We have set forth on Our
Path Forward and built a much stronger company, even as we have delivered on our
commitments in an extremely dynamic, competitive and challenging environment.
Thanks to you, we have established that Pfizer is a company that keeps its
promises.
o Over the past two years, we said we would maximize our revenues - and we
have, meeting our revenue and earnings commitments, despite significant
losses of exclusivity on medicines that represented more than $3 billion
in revenue. Our dedicated colleagues around the world have produced
outstanding results despite intense competition and a very challenging
operating environment.
o We said we would manage our costs - and thanks to your hard work we have.
We've established a lower, more flexible cost base and instilled a strong
culture of productivity across every part of our company.
o We said we would improve R&D productivity -- and we have, expanding our
Phase III pipeline by almost 60 percent and by focusing our investments on
high priority areas like Alzheimer's disease, diabetes, inflammation and
immunology, oncology, pain and psychosis.
o We said we would find new opportunities for established products and in
emerging markets -- and we have, quickly advancing opportunities in these
high-growth segments.
o We said we would create smaller, more accountable operating units -- and
we have, by creating the Biotherapeutics and Bioinnovation Center, by
reorganizing Worldwide Research into smaller, more focused units led by
chief scientific officers and by creating six global business units, each
one empowered to meet the needs of distinct groups of patients and other
customers and each one fully accountable for its results.
o We said we would strengthen our culture -- and we have, by significantly
reducing unnecessary committees and layers of bureaucracy, by providing
more opportunities for individual growth and by insisting on openness and
personal accountability.
With this essential foundation in place, the combination with Wyeth meaningfully
advances each of the priorities that we have set out in Our Path Forward. The
people of Wyeth have built an outstanding company that is highly complementary
to ours. Headquartered in Madison, New Jersey, Wyeth's focus on patients and on
innovation has made it one of the world's largest research-based
biopharmaceutical and health care products companies, selling products in more
than 145 countries and generating sales of $22.4 billion in 2007.
By combining our people, products and scientific capabilities with those of
Wyeth, we will substantially increase our presence in important technologies
such as biologics and vaccines; increase our opportunities in "invest to win"
disease areas; strengthen our scientific, manufacturing and pharmaceutical
science capabilities; and drive commercial innovation.
For patients today, the combined company will offer a broad portfolio of health
care solutions and treatments, including a diverse portfolio with 17 products
that each generate more than $1 billion in annual revenue. We will lead in
important therapeutic areas such as cardiovascular health, oncology, women's
health, the central nervous system and infectious diseases. This acquisition
will strengthen our animal health business, add strong consumer and nutritional
businesses, and make us the second-largest specialty care provider. For patients
tomorrow, the new company will have more resources to invest in research and
development than any other biopharmaceutical company, as well as access to all
leading scientific technology platforms, including vaccines, small and large
molecules, and nutritional and consumer products. For patients everywhere, the
combined company will offer a wide range of health care options.
The combination will also position us to provide improved, consistent and stable
growth of future revenue and earnings based on a broad and diversified portfolio
of product offerings. Within three years, we expect that approximately 30
percent of our revenues will be generated by businesses outside of
small-molecule pharmaceuticals. And in 2012, no drug will account for more than
10 percent of the combined company's revenue.
Pfizer has learned a great deal from previous acquisitions -- about both what
went well and what should have been done better. Those lessons will guide us
going forward. One of the most important lessons we learned is that integrating
two companies is not easy. There will be opportunities for employees of both
Pfizer and Wyeth to grow in the new organization, but there will also be job
reductions as we combine two large organizations. As we move toward closing this
transaction, we will work hard to retain the best talent, technologies and
projects from both companies. We will make decisions quickly and communicate
them quickly. Most importantly, we remain committed to treating all colleagues
fairly and with respect.
It's important to note that the two companies must continue to operate as
separate companies until the transaction closes during the second half of this
year. It is crucial that we all remain focused on running Pfizer's day-to-day
business and on delivering on our 2009 commitments.
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Below are links to communcations related to today's announcement:
o Press Release
o Introductory Video with Jeff Kindler and Wyeth Chairman and CEO
Bernard Poussot
o Q&A
o 'Creating the World's Premier Biopharmaceutical Company' Card
o Transaction Web Site
o Global Town Hall Webcast Instructions
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I know you have many questions about this transaction. I've asked Wyeth Chairman
and CEO Bernard Poussot to join us to answer your questions in a Global Town
Hall webcast today at 12:00 p.m. Eastern Standard Time. (Click here for details
on accessing the webcast and on how to submit a question.) We will archive this
event on PfizerWorld, but I hope you will tune in live if you can.
This is an exciting time for two great companies. Thanks for all you have done
to prepare us for this opportunity.
Sincerely,
/s/ Jeff
Forward Looking Statements
This letter 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).
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.