EXHIBIT 99.2
WARNER-LAMBERT BOARD SENDS LETTER TO SHAREHOLDERS
BELIEVES SHAREHOLDERS SHOULD HEAR DIRECTLY FROM BOARD
REGARDING RECENT EVENTS
MORRIS PLAINS, NJ, December 2, 1999 -- The Board of Directors of
Warner-Lambert Company (NYSE: WLA) today said it is sending a letter to
Warner-Lambert shareholders addressing recent events regarding the
Company's proposed merger of equals with American Home Products
Corporation, and Pfizer Inc.'s efforts to acquire Warner-Lambert.
Warner-Lambert said that, in addition to mailing the Board's letter to
shareholders, it was filing a copy with the Securities and Exchange
Commission on a Current Report on Form 8-K, and a copy would be available
for review on the Company's website at www.warner-lambert.com. The Board
stated that shareholders are entitled to hear directly from the Board in
order to understand and assess its conduct.
The letter addresses, among other things:
o The Board's track record in creating shareholder value,
which includes the fact that from 1994 through the projected
year end 1999, Warner-Lambert's revenues have grown from
$6.4 billion to an estimated $12.8 billion, and the market
capitalization has increased 560% from $10.4 billion on
December 31, 1994 to $68.6 billion at October 31, 1999.
o The Board's decision to pursue a "merger of equals" business
combination with AHP was the product of a thoughtful, nearly
yearlong strategic review process, followed by a four month
period of consideration of and discussions and negotiations
with AHP.
o Pfizer's interest in acquiring Warner-Lambert was first
expressed, by letter, on October 25th to Warner-Lambert's
chairman, president and chief executive officer, Lodewijk
J.R. de Vink, who promptly brought it to the Board's
attention.
o This expression of interest was late in the process of
negotiations with AHP. Nonetheless - and contrary to
Pfizer's assertions - Warner-Lambert did not ignore
Pfizer's overture. Rather, Pfizer was asked what was on its
mind.
o Pfizer never made any specific proposal, despite having had
multiple opportunities to do so. Indeed, after being asked
what was on his mind at an October 27 meeting with Mr. de
Vink, Mr. Steere indicated that he didn't have specific
terms in mind for a Warner-Lambert/Pfizer transaction, that
he had not discussed a possible Warner-Lambert/Pfizer
transaction with the Pfizer board, and that Pfizer was also
pursuing another sizable acquisition and might not be able
to pursue both that acquisition and a Warner-Lambert
transaction at the same time.
o By November 3rd, the date of final consideration and action
by Warner-Lambert's Board:
o the AHP transaction terms were finalized and believed
by the Board, in its best judgment, to present an
excellent value creation opportunity for
Warner-Lambert shareholders,
o Pfizer had sent a second letter and made director to
director contacts with Warner-Lambert, but Pfizer
still presented nothing specific, only a sales pitch,
o AHP was unwilling to go forward if Warner-Lambert
held further discussions with Pfizer or refused to
include as part of the transaction the mutual
termination fee and stock option grant that AHP had
been demanding from the outset, and
o Warner-Lambert's Board had carefully considered and
understood the material terms of the proposed
transaction agreements with AHP, including the
potential accounting impact of the option grant to
AHP and the fact that a Pfizer director had told a
Warner-Lambert director that day that Pfizer's
inability to obtain pooling accounting would not be a
problem.
o Following public announcement on November 4th of the Warner-
Lambert/AHP merger of equals, Pfizer, in breach of material
provisions of its Lipitor(R)agreements with Warner-Lambert,
publicly made an acquisition proposal for Warner-Lambert
and, to further this effort, initiated two lawsuits against
Warner-Lambert and its directors and announced its intention
to seek to remove and replace Warner-Lambert's directors.
o In response to these actions, and after careful
consideration, Warner-Lambert's Board authorized a
counterclaim against Pfizer to reclaim the full value of
Lipitor for its shareholders based on Pfizer's November 4th
and subsequent breaches of the Lipitor(R)agreements. The
counterclaim was filed in Delaware Chancery Court on
November 29, 1999 and does not ask for injunctive relief to
prevent Pfizer from making any offer it wishes.
The Board's letter concludes as follows:
"We had to make a choice. Should we sign a deal with
AHP that we believe is excellent for you, and which you will have
an opportunity to vote on, or should we lose that deal to pursue
the possibility that there might be a transaction with Pfizer, the
terms and timing of which, and thus the benefits to you, had never
been made known to us. ... And, of course, our merger agreement
with AHP continues to permit us to consider third party proposals
(including proposals from Pfizer) which do not rest on self-imposed
conditions that cannot be met.
"However, Pfizer wrongly complains about our conduct.
This is particularly remarkable in view of Pfizer's intentional and
material breach of provisions of the Lipitor(R) agreements that are
intended to prevent Pfizer from doing exactly what it is doing --
seeking to capture the value of Lipitor(R) for itself at the
expense of Warner-Lambert and its shareholders.
"We think that the facts and history speak for
themselves - and quite clearly. We are committed to act in your
best interests to build shareholder value - and will continue to do
so.
"We thank you for your time and support."
Warner-Lambert is a global company devoted to discovering,
developing, manufacturing and marketing quality pharmaceutical, consumer
health care, and confectionery products. Its central research focus is on
heart disease, diabetes, disorders of the central nervous system and
women's health care. In 1999, its revenues are expected to exceed $12
billion and the company will invest more than $1.2 billion in research and
development. It employs more than 43,000 people worldwide.
Statements made in this press release that state "we will," "we
expect," or otherwise state Warner-Lambert's predictions for the future are
forward-looking statements. Actual results might differ materially from
those projected in the forward-looking statements. Additional information
concerning factors that could cause actual results to materially differ
from those in the forward-looking statements is contained in
Warner-Lambert's annual report on Form 10K-A for the year ended December
31, 1998 filed with the U.S. Securities and Exchange Commission.
Contact:
Media Contact:
Carol Goodrich (973) 540-3620
or
Investor Relations Contacts:
George Shields (973) 540-6916
John Howarth (973) 540-4874