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WARNER-LAMBERT COMPANY
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FOR IMMEDIATE RELEASE
Media Contact: Investor Relations Contacts:
Jason Ford (973) 540-4268 George Shields (973) 540-6916
John Howarth (973) 540-4874
WARNER-LAMBERT FILES
PRELIMINARY CONSENT REVOCATION MATERIALS WITH SEC
MORRIS PLAINS, N.J., December 21, 1999 -- Warner-Lambert Company (NYSE:
WLA) announced today that it has filed consent solicitation revocation
materials with the Securities and Exchange Commission (SEC) in opposition
to Pfizer's intended consent solicitation of Warner- Lambert's
shareholders. The company will solicit the revocations of any consents
Pfizer Inc. may receive in connection with Pfizer's attempt to replace the
Company's Board of Directors. Pfizer filed its consent solicitation
materials with the SEC on December 16, 1999.
"Our shareholders are entitled to have a board that is fully committed
to acting in the shareholders' best interest -- as our current board has
demonstrated time and time again," said Lodewijk J.R. de Vink, chairman,
president and chief executive officer. "Pfizer has "presented" to our
shareholders only an illusory proposal based on conditions which Pfizer has
chosen to impose. It has been and continues to be the Warner-Lambert
board's position that it will respond appropriately to any Pfizer proposal
reasonably capable of completion," he added.
The Company said that a Warner-Lambert board comprised of Pfizer's
hand-picked nominees would have substantial conflicts of interests in
pending matters and such nominees cannot be counted on to serve the best
interests of Warner-Lambert's shareholders and to ignore the self serving
interests of Pfizer.
In conjunction with filing its preliminary consent revocation
materials, Warner-Lambert filed a motion on December 17, 1999 in Delaware
Chancery Court for a preliminary injunction to bar Pfizer from proceeding
with its consent solicitation pending a decision on Warner-Lambert's
counter claims concerning Lipitor(R). Pfizer's consent solicitation is
expressly prohibited by the standstill provisions of its Lipitor(R)
Agreements with Warner-Lambert. The objective of the preliminary injunction
is to make sure that Pfizer does not solicit or use consents until the
outcome of Warner-Lambert's Lipitor(R) claims is known. Warner-Lambert
stated that its shareholders should not have to decide on the future of the
company before the Court has a chance to issue its ruling on the
Lipitor(R) counterclaims.
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, infectious diseases, 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.
# # #
Warner-Lambert and certain other persons named below may be deemed to
be participants in the solicitation of revocations of consents in response
to Pfizer's consent solicitation. The participants in this solicitation may
include the directors of Warner-Lambert (Lodewijk J.R. de Vink, Robert N.
Burt, Donald C. Clark, John A. Georges, William H. Gray III, William R.
Howell, LaSalle D. Leffall, Jr., George A. Lorch, Alex J. Mandl and Michael
I. Sovern); the following executive officers of Warner- Lambert: Lodewijk
J.R. de Vink (Chairman, President and Chief Executive Officer), Ernest J.
Larini (Chief Financial Officer and Executive Vice President,
Administration), Anthony H. Wild (Executive Vice President and President,
Pharmaceutical Sector), Raymond M. Fino (Senior Vice President, Human
Resources), Philip M. Gross (Senior Vice President, Strategic Management
Processes), Gregory L. Johnson (Senior Vice President and General Counsel),
Richard W. Keelty (Senior Vice President, Public Affairs), J. Frank Lazo
(Senior Vice President and President, Adams), S. Morgan Morton (Senior Vice
President and President, Consumer Healthcare Sector), Peter B. Corr (Vice
President and President, Warner-Lambert/Parke-Davis Research and
Development), John A. Renshaw (Vice President and President, Parke-Davis
USA), Barbara S. Thomas (Vice President and President, Consumer Healthcare
USA), John F. Walsh (Vice President and President, Shaving Products Group)
and Rae G. Paltiel (Secretary); and the following other members of
management and employees of Warner-Lambert: George J. Shields (Vice
President, Investor Relations), John J. Howarth (Manager, Investor
Relations), Stephen J. Mock (Vice President, Public Relations) and Carol T.
Goodrich (Director, Media Relations). As of the date of this communication,
none of the foregoing participants individually beneficially own in excess
of 1% of Warner-Lambert's common stock or in the aggregate in excess of
1.5% of Warner- Lambert's common stock.
Warner-Lambert has retained Bear Stearns & Company, Inc. ("Bear
Stearns") and Goldman Sachs & Company ("Goldman Sachs") to act as its
financial advisors in connection with the Pfizer proposal, for which each
of Bear Stearns and Goldman Sachs will receive customary fees, as well as
reimbursement for reasonable out-of-pocket expenses. In addition,
Warner-Lambert has agreed to indemnify Bear Stearns and Goldman Sachs
against certain liabilities, including certain liabilities under federal
securities laws, arising out of their engagement. Bear Stearns and Goldman
Sachs are investment banking firms that provide a full range of financial
services for institutional and individual investors. Neither Bear Stearns
nor Goldman Sachs admits that it nor any of its directors, officers or
employees is a "participant" as defined in Schedule 14A promulgated under
the Securities Exchange Act of 1934, as amended, in the solicitation, or
that Schedule 14A requires the disclosure of certain information concerning
either Bear Stearns or Goldman Sachs. In connection with Bear Stearns' role
as financial advisors to Warner-Lambert, Bear Stearns and the following
investment banking employees of Bear Stearns may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Warner-Lambert: Alan Schwartz,
Richard L. Metrick and Fred McKonkey. In connection with Goldman Sachs'
role as financial advisors to Warner-Lambert, Goldman Sachs and the
following investment banking employees of Goldman Sachs may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of Warner-Lambert: Robert
Harrison, Suzanne Nora Johnson and Wayne Moore. In the normal course of its
business, each of Bear Stearns and Goldman Sachs regularly buys and sells
securities issued by Warner-Lambert for its own account and for the
accounts of its customers, which transactions may result in either Bear
Stearns, Goldman Sachs or the associates of either of them having a net
"long" or a net "short" position in Warner-Lambert securities, or options
contracts or other derivatives in or relating to such securities. As of
November 15, 1999, Bear Stearns held a net short position of 18,000 shares
of Warner-Lambert common stock, and customer accounts managed by Bear
Stearns Asset Management, an affiliate of Bear, Stearns & Co. Inc., held a
net long position of 1,800 shares. As of November 15, 1999, Goldman Sachs
held a net short position of 156,299 shares of Warner-Lambert common stock;
in addition, an affiliate of Goldman, Sachs & Company, Goldman Sachs Asset
Management, serves as an investment advisor to various mutual funds which
in the aggregate held a net long position of 4,104,203 shares.
# # #
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