SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Confidential, for Use of the
[_] Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Pfizer, Inc.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Pharmacia Corporation
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
The following was sent to employees of Pharmacia Corporation.
Global Internal Communications.
Talking About Our Business -- Two-Way Communication Vital During This
Transition Period
- 2002 July 19
To All Pharmacia Corporation People Worldwide
Dear Colleagues,
At our global town hall meeting earlier this week, I said that we would
continue to communicate actively about our continuing work at Pharmacia
over the next months, and about the initial integration discussions with
Pfizer.
So today, I am writing the first of what will be a more frequent flow of
"Talking About Our Business" messages on these subjects -- some of which
will be short updates. You can also expect regular communication from
your business or functional unit leadership. Additionally, I will
continue to make the maximum time I can carve out of my extremely busy
schedule to meet and talk with many of you in person -- as will other
members of our Management Committee.
It is very important that this communication be two-way. This will give
you the information and direction that you need. It will also give me and
our top management team the feedback that will help us as we make
decisions and take actions over the next few months. This week's global
town hall meeting was a very good start.
I know that many of you are already asking some important follow-up
questions, and I would like to address some of them here.
o There were some reports that changes, including job cuts, will begin
immediately. Is that true?
-- No, it is not. The integration planning will begin as soon as
possible, but we will operate as two separate companies until the
closing of this transaction -- which we anticipate will take place in
four to six months.
o Why didn't we aggressively pursue another deal in which we would keep
control, and why didn't we aggressively fight the Pfizer acquisition?
-- You should know that ever since I joined the then-troubled Pharmacia &
Upjohn in May 1997, I have received informal approaches from other
companies seeking to acquire or combine with our business. This is
because both Pharmacia & Upjohn and Pharmacia were smaller in market
value than many other bigger companies, who were responding to growing
consolidation in our industry. And the better we achieved results
(first in turning around Pharmacia & Upjohn in 1998, and then stopping
and pushing back Merck in the COX-2 arena in 2001/2002), the more
attention we received.
Our strategy has been to go on our own -- so we have not encouraged
suitors. Pfizer was already interested in Searle even before we did
the Monsanto/Pharmacia & Upjohn merger -- and this interest carried
over into the new Pharmacia. But they didn't get any encouragement
from us until they recently offered such a significant premium that
our Board felt that was in the best interests of the company and its
shareholders to accept.
Other possible strategies in addition to remaining as we were, such as
a merger of equals or acquisition of a smaller company, were a
possibility -- but they would not have created the same increase in
shareholder value as the merger with Pfizer. If we had pursued a
merger of equals, which usually does not provide a substantial premium
to the shareholders of either company, a larger company such as Pfizer
could have made a hostile topping offer at a much lower premium than
the attractive premium we finally obtained. Besides, a hostile
takeover can be much less attractive to our stakeholders -- especially
our employees.
o You said at the town hall meeting that it was only very recently that we
came to terms with Pfizer. But some news reports say the negotiations were
going on for months. What is correct?
-- As I said earlier, Pfizer had expressed interest for a long time. This
interest picked up in early spring. We steadily reminded them that our
strategy was to grow on our own. However, Pfizer continued with their
interest and finally proposed such a takeover premium that our Board
determined that pursuing the merger was in the best interests of the
company and its shareholders.
o Until now you have said that we have become a strong global competitor that
can succeed long term. But at the town hall meeting, you said we were on
the smaller side of our peers. What has changed?
-- Yes, we are proud to have made our company into a strong, global
competitor with an industry-leading pharmaceutical earnings-per-share
(EPS) growth of 29 percent last year. And I do believe we could have
kept growing on our own. However, our company -- because it started as
a unique amalgam of relatively weak smaller companies -- always had a
lower market value compared to the largest-value company in the
industry. Our market value remained about a fourth of that of the
largest-valued pharmaceutical company -- Pfizer, which has also
continued to grow approximately in line with our growth. This high
market value for Pfizer ultimately allowed them to make this premium
offer for our company.
o Are the further cost-reduction initiatives that have been announced
connected to the acquisition?
-- No. It was an action we took to help secure our performance at
Pharmacia. As you know, we face top-line pressures this year
(primarily due to the Ambien transfer) and we must reduce our costs to
match this situation. This cost-reduction program remains the right
thing to do because we have performance goals and obligations to meet
this year.
Now, let me talk for a moment about the impact this news has on us and on
our work.
I know that for many of us these past days have been an emotional time.
All of us are very attached to Pharmacia, to the unique work culture we
are building, and to the work we do. Change and uncertainty can make us
feel vulnerable and without control over our lives. Over the past days, I
know that many of us have felt this impact even more strongly than on the
day of the announcement itself.
This is normal, and it will be normal also for people to have a roller
coaster of emotions over the coming days and weeks.
I would urge all of us therefore to talk fully about the news and how it
affects us with people we trust. By doing so, we will feel better and we
will also recognize that we are exceptionally competent people, who
continue to have great control over our individual lives.
Now is also a good time to think positively about what we want to achieve
in our careers and our personal lives, and how we can make that happen.
Change is unsettling, but it also opens up new opportunities for people
who seize them. For many of us, there will be new opportunities at the
new Pfizer. My advice is to keep our minds open and our focus on
achieving positive change for ourselves.
If you have feelings or reactions that seem overwhelming, please speak
with one of our Human Resources people. In the United States, remember
that we also have a confidential telephone counseling service available;
you will find details on the following intranet page:
(http://www-i.us.pnu.com/benefits/NEW/H&G/Other_Benefits/EAP.html).
One important way we can respond effectively is to rededicate ourselves to
our work, our customers and our patients. This will be satisfying and
fulfilling. It will remind us that we really are good at what we do, and
that we do good things. Also, our compensation program for this year will
remain in effect. It will be important to all of us to make our numbers
because, as you know, funding of our annual incentive plan is driven by
company sales growth and EPS.
At the same time, we should be careful also not to bury ourselves in our
work. Now more than ever, we also need to be spending time with family
and friends. This is always a hard balance but it is vital, especially
now.
Finally, to each one of you, let me say: I am proud of the professional
way you reacted to the challenging news this week. I always knew you were
special people. And you showed it with your strength and attitude.
Whatever happens . . . wherever we all go . . . I will always be proud of you.
Sincerely,
Fred Hassan
Chairman and Chief Executive Officer
Contact Fred Hassan with your comments or questions at:
(mailto:fredhassan.direct@pharmacia.com)
FORWARD-LOOKING INFORMATION
Certain statements contained in this document are "forward-looking
statements" about anticipated financial or operating results, business
prospects, future product performance, future research and development
results, anticipated regulatory filings and approvals, and other matters
that are not historical facts, which are subject to many risks and
uncertainties. As a result, actual results may differ materially from
those expressed or implied by such forward-looking statements. Examples of
forward-looking statements are statements such as: "believes", "expects",
"anticipates", "intends", "plans", "estimates", or similar expressions.
The Company does not undertake any obligation to update any
forward-looking statements in this Report or in any other 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 applicable regulations and
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 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 Reports on Form 10-Q.
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 security
holders 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 (http://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.