SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Pfizer, Inc.
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(Name of Registrant as Specified In Its Charter)
Pharmacia Corporation
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Notes:
The following is from a newsletter sent to certain employees of Pharmacia.
The Chicago Region News is sponsored by the Chicago Site Operations Team (CSOT).
CHICAGO REGION NEWS July 16, 2002
Message from the Chicago Site Operations Team (CSOT)
We hope you were all able to attend the employee meeting yesterday and that you
were able to take time to read and understand all of the communications. As we
move through the company changes, we (the Chicago Site Operations Team) would
like to encourage you to continue to read all of the material and to attend all
the various communication sessions. Staying informed will help you understand
better the changes as they are being developed.
We realize there will be lots of information coming your way. The Chicago Region
NEWS will summarize key points. Also stay connected to your functional leaders
for information. They will be making extra effort to keep everyone informed.
Please ask questions. We will likely not have a lot of the answers right away,
but we will make every effort to get answers as quickly as possible.
We want to remind you at this time that Pharmacia company confidential
information continues to be Pharmacia company confidential. No confidential
material should be communicated to people outside Pharmacia. Until the
acquisition is completed, Pharmacia and Pfizer remain competitors and will
continue to maintain their separate business operations and strategies.
Goran Ando will be visiting the Chicago Region on July 18th. There will be other
Pharmacia visitors as well. The NEWS or emails from EVENTS, CHICAGO will keep
you informed of additional visits and employee meetings.
----Errol Sandler for the CSOT
Summary of Key Messages:
* Pfizer, Inc. has announced its intention to acquire Pharmacia by
means of a merger of a new subsidiary of Pfizer into Pharmacia. The name of the
combined company will be Pfizer, Inc. This will create the largest and strongest
pharmaceutical company in all major regions of the world.
* Pfizer will exchange 1.4 shares of its stock for each share of
Pharmacia stock. This reflects a 52% premium over the closing price of the
companies' stock price on Friday, after excluding the value of Pharmacia's
Monsanto stock that will be spun-off before the merger. The deal still must be
approved by various regulatory authorities and also by a vote of shareholders of
both companies.
* The expectation is that the deal will close in late 2002.
* Since the dramatic turnaround of Pharmacia & Upjohn in 1998 and the
merger with the original Monsanto in 2000, we succeeded in creating a company
characterized by strong, central research and marketing and a powerful U.S.
operation with growing strength in global markets. We have transformed former
niche products such as Detrol, Xalatan and Camptosar into major products. Our
scientists have developed Zyvox, the first antibiotic in a completely new class
in 35 years. And Pharmacia decisively pulled ahead of Merck as the global leader
with our COX-2 franchise.
* In spite of these successes and our potential to continue as an
independent company, we faced an increasingly challenging business environment.
In the past, we rejected approaches from other companies, including Pfizer. We
considered a number of alternatives. A merger of equals, or the takeover of
another company by Pharmacia, would not have been realistic today. The cost and
value erosion would have been more than our shareholders would accept. When
Pfizer made this offer - one of the highest premiums ever paid for a major
acquisition - Pharmacia's Board felt compelled to accept it. As required by
Delaware law, the Board was required to take the action it deemed to be in the
best interests of the company and its shareholders. This transaction creates
significant additional value for our shareholders, including employees who own
stock through the company's compensation plans.
* Pharmacia's Chairman and CEO Fred Hassan will serve as Vice Chairman
of Pfizer and be a member of its Board of Directors.
* Pfizer's current leadership team will guide the course of the
combined company.
* At this point, no plans have been set and no decisions have been made
about the integration of Pharmacia into Pfizer. However, we do expect that
Pharmacia employees will be asked to work with our Pfizer counterparts on
integration plans. After the merger, many Pharmacia people will continue in
their work. Others may be asked to change their roles, or there may not be roles
for them at all in the new organization. Pfizer has agreed that all Pharmacia
compensation and benefit plans will be honored after the merger and will provide
comparable benefits for two years after the merger. Pharmacia people need to
stay on task, focused on our work, and maintain pride in our professionalism and
our ability to deliver on the expectations of physicians and patients around the
world.
* Pharmacia leaders have committed to providing all employees with
information about the transaction as it unfolds. They have expressed pride
publicly in the caliber of Pharmacia people and in our accomplishments.
SAFE HARBOR STATEMENT
Certain statements contained in this document are "forward-looking statements"
provided under the "safe harbor" protection of the Private Securities Litigation
Reform Act of 1995. These statements are made to enable a better understanding
of the Company's business, but because these forward-looking statements are
subject to many risks,
uncertainties, future developments and changes over time, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Examples of forward-looking statements are statements about
anticipated financial or operating results, financial projections, business
prospects, future product performance, future research and development results,
anticipated regulatory filings and approvals, and other matters that are not
historical facts. Such statements often include words such as: "believes",
"expects", "anticipates", "intends", "plans", "estimates", or similar
expressions.
These forward-looking statements are based on the information that was currently
available to the Company, and the expectations and assumptions that were deemed
reasonable by the Company, at the time when the statements were made. The
Company does not undertake any obligation to update any forward-looking
statements in any communications of the Company, whether as a result of new
information, future events, changed assumptions or otherwise, and all such
forward-looking statements should be read as of the time when the statements
were made, and with the recognition that these forward-looking statements may
not be complete or accurate at a later date.
Many factors may cause or contribute to actual results or events being
materially different from those expressed or implied by such forward-looking
statements. Although it is not possible to predict or identify all such factors,
they may include the following: competition for our products; pharmaceutical
pricing, price constraints and other restrictions on the marketing of products
imposed by governmental agencies or by managed care groups, institutions and
other purchasing agencies; product discovery and approval; product recalls or
withdrawals; manufacturing quality issues with respect to our products;
compliance with Current Good Manufacturing Practices and other quality assurance
guidelines; the company's ability to secure and defend its intellectual property
rights; product liability claims, antitrust litigation, environmental concerns,
and commercial disputes; social, legal, political and governmental developments;
changes in foreign currency exchange rates or in general economic or business
conditions including inflation and interest rates; acquisitions, divestitures,
mergers, restructurings or strategic initiatives that change the Company's
structure; business combinations among the Company's competitors and major
customers; changes to accounting standards or GAAP.
Readers are also urged to carefully review and consider the disclosures in
Pharmacia's various SEC filings, including but not limited to Pharmacia's Annual
Report on Form 10-K for the year ended December 31, 2001, and Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2002.
This release may be deemed to be solicitation material in respect of Pfizer's
proposed merger with Pharmacia. Pfizer will be filing a registration statement
on Form S-4, containing a joint proxy statement/prospectus for Pfizer and
Pharmacia, and other documents with the Securities and Exchange Commission
("SEC"). INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT CONTAINING THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
securityholders will be able to receive the registration statement containing
the joint proxy statement/prospectus and other documents free of charge at the
SEC's web site, www.sec.gov or from Pharmacia Investor Relations at 100 Route
206 North, Peapack, New Jersey 07977. Pharmacia and its directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding the interests of Pharmacia's directors and
executive officers in the proposed merger will be included in the final joint
proxy statement/prospectus.