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Pfizer, Inc.
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Pharmacia Corporation
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The following are employee communications.
18 July 2002
To Pharmacia Employees in Sweden
As you have no doubt seen in the media, the American pharmaceutical company
Pfizer intends to buy Pharmacia. By means of this letter, I would like to
briefly inform you about the deal and what will be happening in the near future.
Pfizer has made a bid of sixty billion dollars, which entails a buy-out, not a
merger between the two companies. The boards of directors for Pharmacia and
Pfizer accepted the bid on 13 July. Pharmacia had rejected earlier informal
contacts from other companies, but when Pfizer recently submitted an offer that
is very favorable to our shareholders, Pharmacia accepted it. The new company
will be called Pfizer. It will become the largest pharmaceutical company in the
world, with a market share of approximately 11 percent.
The research budget will be seven billion dollars and the company will have
twelve "blockbusters," i.e., products with annual sales in excess of one billion
dollars. Pharmacia and Pfizer combined form a very strong company and have
products that complement each other well. Pfizer's products consist mainly of
big sellers in the primary care area, while we are more oriented towards
specialist care.
The new president of the company will be the current president of Pfizer, Henry
McKinnell. Fred Hassan will become the vice chairman of Pfizer, in charge of
integration and strategy. He will sit on the board of directors of Pfizer.
Pfizer's head office is in New York and will remain there. The rebuilding of
Pharmacia's new premises in Basking Ridge has been discontinued.
Naturally, this information causes people to worry about what is going to
happen, but there will be no immediate changes. It is important that all
employees continue to concentrate on their current tasks. The deal is subject to
the approval of the shareholders and competition authorities. Until the deal is
finalized, Pharmacia and Pfizer are competitors and thus will continue to run
their operations independently. Pharmacia's management believes that the deal
can be finalized in late 2002.
The best advice I can give you about keeping informed while you are on vacation
is to follow reports printed in the media and to visit www.pharmacia.se. Those
of you who can access the intranet from home can also find information such as
press releases, statements from Fred Hassan, FAQs, links, and information on
Phorum Online. All managers will be informed via e-mail.
We have held information meetings for employees who are on the job now. The next
personnel meeting has been preliminarily planned for the 14TH AND 15TH OF AUGUST
at all Pharmacia locations in Sweden.
If you would like more information or have questions, please call Pharmacia's
information department at 08-695 8941. You can also contact your boss, the human
resources department, or your union representative.
Wishing you a good summer,
/s/ Hakan Astrom
Hakan Astrom
Executive Committee, Pharmacia Sweden
July 15, 2002
HAKAN ASTROM SPOKE IN STOCKHOLM
ON MONDAY AFTERNOON HAKAN ASTROM HELD AN INFORMATION MEETING FOR EMPLOYEES IN
STOCKHOLM WITH REFERENCE TO PFIZER'S PURCHASE OF PHARMACIA. HE EMPHASIZED THAT
THE DEAL AMOUNTED TO AN ACQUISITION AND NOT A MERGER OF THE TWO COMPANIES.
The new company would be called Pfizer and would unquestionably be the largest
pharmaceutical company in the world, with 11 percent of market shares. The
research budget would be USD 7 billion and the company would have 12
blockbusters (i.e., products with sales of more than one billion dollars
annually) and 280 products in the pipeline. The CEO would be Pfizer's present
CEO, Henry McKinnell, and the Deputy CEO would be Fred Hassan, responsible,
among other things, for strategic issues.
"Pharmacia and Pfizer will form a very strong company and have products which
complement one another well," said Astrom. "Pfizer's products consist mainly of
blockbusters in primary care, while our focus is more on specialist care."
Pharmacia's spin-off of Monsanto would now be speeded up, and the hope was that
the competition authorities would approve the deal in late fall
(November/December). This would be followed by the integration process, which
was estimated to take about three years.
"Obviously, many people are worried about what is going to happen now; however,
it's important that work should go on as normal and that we should not slacken
our pace until the deal is complete," said Hakan Astrom. With regard to any
overlapping, Hakan Astrom thought that this would affect Peapack, in particular,
where the site of head office administration was located. It had recently been
decided to purchase the neighboring premises of AT&T, although rebuilding of the
premises had been halted. Pfizer's headquarters were in New York and would
continue to be located there, in the view of Hakan Astrom.
"It's naturally unfortunate that the Pharmacia sign will now be taken down,
although I believe, nevertheless, that this was the best solution available."
An information meeting with Hakan Astrom and Lennart Ryden will be held at 2 PM
on Tuesday, July 16, in Uppsala.
PHARMACIA
Pfizer's buy-out of Pharmacia
16 July 2002
PFIZER IS BUYING PHARMACIA
- Pfizer is buying Pharmacia for $60 billion
- After the divestiture of Monsanto, shareholders
will receive 1.4 shares in Pfizer for every
Pharmacia share they own
- The new company will be called Pfizer
- The company will become the largest pharmaceutical
company in the world, with a market share of 11
percent
PHARMACIA
THE EFFECTS OF THE BUY-OUT INCLUDE:
- Pfizer president Henry McKinnell will become the
president of the company
- Fred Hassan will become the vice chairman in
charge of strategic issues
- Pfizer's head office in New York will also be the
head office of the new company
PHARMACIA
RESEARCH AND DEVELOPMENT
- Research budget of 7 billion dollars
- 280 products in the pipeline
- The two companies' products and areas complement each other
well:
- Pfizer's products are mainly "blockbusters"
within primary care
- Pharmacia's products are oriented more
towards specialist care
PHARMACIA
CONDITIONS FOR THE BUY-OUT:
- The shareholders of both companies must approve the buy-out,
for which the date has not yet been set. Details will be
provided in the proxy.
- The competition authorities must approve the buy-out, which is
expected to be final in Nov/Dec 2002.
PHARMACIA
WHY IS PHARMACIA BEING
BOUGHT OUT?
- Pharmacia and Pfizer are a good strategic match
- Two of the most innovative and growing
pharmaceutical companies will be joined and
will gain a strong product portfolio
- The buy-out will be a favorable deal for the
shareholders of both companies through the
opportunities thereby created
PHARMACIA
SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This release contains certain forward-looking information about
Pharmacia Corporation ("Pharmacia") and the combined company after completion of
the transactions that are intended to be covered by the safe harbor for
"forward-looking statements" provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. Words such as "expect(s)", "feel(s)", "believe(s)", "will",
"may", "anticipate(s)" and similar expressions are intended to identify
forward-looking statements. These statements include, but are not limited to,
financial projections and estimates and their underlying assumptions; statements
regarding plans, objectives and expectations with respect to future operations,
products and services; and statements regarding future performance. Such
statements are subject to certain risks and uncertainties, many of which are
difficult to predict and are generally beyond the control of Pharmacia, that
could cause actual results to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include: those discussed and identified in public
filings with the U.S. Securities and Exchange Commission ("SEC") made by
Pharmacia; competitive effects from current and new products, including generic
products, sold by other companies; price constraints imposed by managed care
groups, institutions and government agencies; government actions which result in
lower prices for products; the timing of the introduction of new products; the
financial resources of competitors; the ability to attract and retain management
and other key employees; social, legal, political and governmental developments,
especially those relating to health care reform, pharmaceutical pricing and
agricultural biotechnology; the ability to respond to technological advances
attained by competitors and patents granted to competitors; the ability to
manufacture products competitively and cost effectively; changes in the market
reaction to Pharmacia's significant pharmaceutical products; the ability to
identify new viable chemical compounds and technologies and commercialize
innovative and competitive products worldwide; the ability to successfully
complete clinical trials and obtain and maintain regulatory approval for new
products in the United States and other countries; the ability to gain consumer
acceptance for new products and technologies; the ability to secure and defend
intellectual property rights and, when appropriate, license required technology;
the ability to generate cash flows or obtain financing to fund growth; the
ability to complete and integrate appropriate acquisitions, strategic alliances
and joint ventures; the ability to respond to unexpected safety or efficacy
concerns arising with respect to marketed products, whether or not
scientifically justified, leading to product recalls, litigation, withdrawals or
declining sales; the effect of currency exchange rates, economic conditions,
inflation and interest rates; and the effect of changes in laws and regulations,
including changes in accounting standards, trade, tax, price controls and other
regulatory matters. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Pharmacia does
not undertake any obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are also urged to carefully review
and consider the various 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 Pharmacia's 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.