- 3 -
Exhibit 99
For immediate release: Contact: Andy McCormick - Pfizer
December 21, 2003 (212) 573-1226
Frank Thomas - Esperion
(734) 222-1831
PFIZER TO ACQUIRE ESPERION THERAPEUTICS TO EXTEND ITS RESEARCH COMMITMENT IN
CARDIOVASCULAR DISEASE
NEW YORK, NY, ANN ARBOR, MI, December 21, 2003 - Pfizer Inc today announced it
has entered into an agreement to acquire Esperion Therapeutics, Inc., a
biopharmaceutical company focused on the development of high density lipoprotein
(HDL) targeted therapies for the treatment of cardiovascular disease.
Pursuant to this agreement, Pfizer will commence a cash tender offer to acquire
the shares of Esperion stock for $1.3 billion at a price of $35 per share,
subject to certain conditions. This price represents a 54 percent premium over
Esperion's average closing share price during the last 20 trading days.
Esperion Therapeutics brings a novel approach to the emerging area of HDL
Therapy and reverse lipid transport for the acute treatment of cardiovascular
disease. Recently, Esperion published positive Phase II results on a
biopharmaceutical compound (ETC-216) that showed a statistically significant
reduction in plaque volume in patients with acute coronary syndrome at the end
of six weeks. Esperion also has a second biopharmaceutical compound, ETC-588, in
Phase II and a number of early-stage compounds.
"By acquiring Esperion, we can bring our research capabilities to bear on an
emerging new area which has potentially significant beneficial impact on
patients", said Hank McKinnell, chairman and chief executive officer of Pfizer.
"Epidemiologic data and drug intervention trials both support a strong
correlation between higher HDL levels and improvements in morbidity and
mortality."
-more-
- 4 -
"The acquisition will enable us to utilize Pfizer's skills and apply the
resources necessary to develop our pipeline of compounds to benefit patients
with atherosclerosis", said Roger Newton, president and chief executive officer
of Esperion. "We are pleased to have the opportunity to work with the world
leader in cardiovascular medicines to develop HDL-focused therapies."
The Pfizer product Lipitor is the world's most prescribed agent for reducing low
density lipoprotein (LDL). Pfizer is also developing Lipitor/torcetrapib, which
works by combining Lipitor with an agent that inhibits the action of cholesteryl
ester transfer protein or CETP. Results of Phase II studies indicate that this
combination may represent a significant advance in preventive cardiovascular
medicine by enhancing the LDL-lowering effect of Lipitor while also increasing
HDL or "good" cholesterol.
While both Lipitor and Lipitor/torcetrapib are chronic therapies, Esperion has
three clinical compounds that are being developed as acute, hospital-based
treatments to regress arterial plaque and thereby reduce morbidity and mortality
in patients who have had a cardiovascular event.
Atherosclerosis, which is a leading cause of death from heart attack and stroke,
occurs when there is a build-up of cholesterol-rich fatty areas called plaques
in the arteries. The break-up and dispersal of these plaques can block the blood
flow throughout the body, which can be fatal. It is estimated that
atherosclerosis accounts for more than 75 percent of all deaths from
cardiovascular disease.
"Pfizer is clearly committed to long-term cardiovascular research", said Dr.
McKinnell. "We recognize that HDL control is an emerging area, and that
early-stage development brings risk.
-more-
- 5 -
However, we are confident that the rigorous and long-term clinical trials we
plan to conduct will further scientific and medical understanding in this area,
which will ultimately benefit patients."
Based in Ann Arbor, MI, Esperion was founded by a group of scientists who worked
on the discovery and development of Lipitor. Esperion will operate as a division
of the Pfizer Global Research and Development organization, and remain in Ann
Arbor.
Lazard and Cadwalader, Wickersham & Taft advised Pfizer in the transaction.
Lehman Brothers and Morgan, Lewis & Bockius advised Esperion. Esperion is listed
on the Nasdaq National Market under the symbol "ESPR."
# # # # #
NOTICE TO READ TENDER OFFER DOCUMENTS:
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SECURITIES OF ESPERION THERAPEUTICS, INC. THE TENDER OFFER WILL BE
MADE SOLELY BY AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL TO BE
DISSEMINATED TO THE STOCKHOLDERS UPON THE COMMENCEMENT OF THE TENDER OFFER.
ESPERION THERAPEUTICS, INC. STOCKHOLDERS ARE ADVISED TO READ THE OFFER TO
PURCHASE ON SCHEDULE TO THAT WILL BE FILED BY PFIZER INC. AND THE
SOLICITATION/RECOMMENDATION OF THE BOARD OF DIRECTORS OF ESPERION THERAPEUTICS,
INC. ON SCHEDULE 14D-9 THAT WILL BE FILED BY ESPERION THERAPEUTICS, INC. WITH
THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY ARE AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. THE OFFER TO PURCHASE, THE
SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WILL BE MADE AVAILABLE TO STOCKHOLDERS OF ESPERION THERAPEUTICS,
INC. AT NO EXPENSE TO
-more-
THEM. THESE DOCUMENTS WILL ALSO BE AVAILABLE WITHOUT CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
Safe Harbor Statement of Esperion Therapeutics, Inc.
The information contained in this press release includes "forward-looking
statements." These forward-looking statements are often identified by words such
as "hope," "may," "believe," "anticipate," "plan," "expect," "require,"
"intend," "assume" and similar expressions. Forward-looking statements speak
only as of the date of this press release, reflect management's current
expectations, estimations and projections and involve certain factors, such as
risks and uncertainties, that may cause actual results, performance or
achievements to be far different from those suggested by Esperion's
forward-looking statements. These factors include, but are not limited to, risks
associated with: uncertainty as to whether Esperion's acquisition by Pfizer will
be completed, Esperion's ability to successfully execute its business
strategies, including entering into strategic partnerships or other transactions
if the transaction with Pfizer is not completed; the progress and cost of
development of Esperion's product candidates; the extent and timing of market
acceptance of new products developed by Esperion or its competitors; Esperion's
dependence on third parties to conduct clinical trials for Esperion's product
candidates; the extent and timing of regulatory approval, as desired or
required, for Esperion's product candidates; Esperion's dependence on licensing
arrangements and strategic relationships with third parties; clinical trials;
manufacturing; Esperion's dependence on patents and proprietary rights;
litigation, proceedings, investigations and other disruptions of management's
time resulting from the acquisition of Esperion's common stock by various
persons associated with Scott Sacane; the procurement, maintenance, enforcement
and defense of Esperion's patents and proprietary rights; competitive conditions
in the industry; business cycles affecting the markets in which any of
Esperion's future products may be sold; extraordinary events and transactions;
seeking and consummating business acquisitions, including the diversion of
management's attention to the assimilation of the operations and personnel of
any acquired business; fluctuations in foreign exchange rates; and economic
conditions generally or in various geographic areas. Because all of the
foregoing factors are difficult to forecast, you should not place undue reliance
on any forward-looking statement. More detailed information about some of these
and other risk factors is set forth in Esperion's filings with the Securities
and Exchange Commission. Esperion does not intend to update any of these factors
or to publicly announce the results of any revisions to any of these
forward-looking statements other than as required under the federal securities
laws.