Filed by Warner-Lambert Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rule 14a-12
of the Securities Exchange Act of 1934
Commission File No: 001-3608
Subject Company: Warner-Lambert Company
The following communications include certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations and are
naturally subject to uncertainty and changes in circumstances. Actual
results may vary materially from the expectations contained herein. The
forward-looking statements in this document include statements about future
financial and operating results and the proposed Warner-Lambert/Pfizer
transaction. The following factors, among others, could cause actual
results to differ materially from those described herein: inability to
obtain, or meet conditions imposed for, governmental approvals for the
merger between Warner-Lambert and Pfizer; failure of the Warner-Lambert or
Pfizer stockholders to approve the merger; the risk that the Warner-Lambert
and Pfizer businesses will not be integrated successfully; the costs
related to the merger; and other economic, business, competitive and/or
regulatory factors affecting and Warner-Lambert's and Pfizer's businesses
generally. More detailed information about those factors is set forth in
Warner-Lambert's and Pfizer's filings with the Securities and Exchange
Commission, including their Annual Reports filed on Form 10-K for the
fiscal year ended 1998, especially in the Management's Discussion and
Analysis section, their most recent quarterly reports on Form 10-Q, and
their Current Reports on Form 8-K. Warner-Lambert and Pfizer are under no
obligation to (and expressly disclaims any such obligation to) update or
alter their forward-looking statements whether as a result of new
information, future events or otherwise.
* * * * * *
On November 15, 1999, Pfizer filed a joint proxy statement/prospectus in
connection with its proposed merger with Warner-Lambert. Pfizer and
Warner-Lambert will be jointly preparing an amendment to the joint proxy
statement/prospectus and will be filing such amendment with the Securities
and Exchange Commission as soon as practicable. WE URGE INVESTORS TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by Pfizer Inc. and
Warner-Lambert Company with the Commission at the Commission's web site at
www.sec.gov. In addition, the joint proxy statement/prospectus and other
documents filed with the SEC by Pfizer may be obtained for free from Pfizer
by directing a request to Pfizer Inc., 235 42nd Street, New York, New York
10017, Attention: Investor Relations, telephone: (212) 573-2668. Documents
filed with the SEC by Warner-Lambert may be obtained for free from
Warner-Lambert by directing a request to Warner-Lambert Company, 201 Tabor
Road, Morris Plains, New Jersey 07950, Attention: Corporate Secretary,
telephone (212) 385-4593.
Warner-Lambert, its directors, executive officers and certain other members
of Warner-Lambert management and employees may be soliciting proxies from
Warner-Lambert stockholders in favor of the merger. Information concerning
the participants will be set forth on a Schedule 14A filed as soon as
practicable.
Pfizer, its directors, executive officers and certain other members of
Pfizer management and employees may be soliciting proxies from Pfizer
stockholders in favor of the merger. Information concerning the
participants will be set forth on a Schedule 14A filed as soon as
practicable.
THE FOLLOWING ADVERTISEMENT WAS PLACED IN SEVERAL NATIONAL NEWSPAPERS BY
WARNER-LAMBERT AND PFIZER ON FEBRUARY 7, 2000:
A MESSAGE FROM WILLIAM C. STEERE, JR.,
CHAIRMAN OF PFIZER, AND LODEWIJK J.R. DE VINK,
CHAIRMAN OF WARNER-LAMBERT
Pfizer and Warner-Lambert are joining together to create the world's
leading research-based pharmaceutical company.
This is a merger of the world's two fastest-growing major pharmaceutical
businesses, driven by innovation, a broad array of leading pharmaceutical
and consumer products and a powerful portfolio of research candidates.
This year, our company will invest $4.7 billion in research and development
- -- the largest pharmaceutical research program anywhere. We will have a
combined scientific staff of 12,000 with six state-of-the-art research
campuses. With 138 compounds under development, our R&D uses cutting-edge
technology to pursue treatments for cardiovascular disease, cancer,
diabetes, mental health disorders and HIV/AIDS, among other areas.
Our enthusiasm for what we can accomplish together is based on the
partnership we built with Lipitor, which today is the world's most rapidly
growing medication for lowering cholesterol. This success is based on
mutual respect, teamwork and continuous innovation. These values will be at
the core of our new company.
It is a historic day for us, our shareholders, employees and the
communities in which we do business. We will be leaders in an era of
exciting medical breakthroughs, bringing new treatments and cures to
patients around the world.
William C. Steere, Jr. Lodewijk J.R. de Vink
Chairman and CEO of Pfizer Inc. Chairman and CEO of Warner-Lambert
[Logo of Pfizer Inc.] [Logo of Warner Lambert Company]
THE WORLD'S FASTEST-GROWING
PHARMACEUTICAL COMPANY