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.
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(Name of Registrant as Specified In Its Charter)
Pharmacia Corporation
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(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 information was first posted on Pharmacias web site on
July 15, 2002.
FREQUENTLY ASKED QUESTIONS
Q. PFIZER RECENTLY ANNOUNCED PLANS TO ACQUIRE PHARMACIA. WHAT DOES THAT MEAN TO
ME AS A PHARMACIA SHAREHOLDER?
A. On July 15, 2002, Pfizer, Inc. and Pharmacia Corporation announced that they
had entered into an agreement by which Pharmacia is to be acquired by Pfizer in
a stock-for-stock transaction. Upon its completion, each Pharmacia Corporation
shareholder of record will receive 1.4 shares of Pfizer, Inc. common stock for
every one share of Pharmacia Corporation common stock held.
Q. WHEN WILL THE ACQUISITION OF PHARMACIA BY PFIZER BE COMPLETE?
A. Pfizer, Inc. expects the transaction to be complete in 4-6 months from July
15, 2002, the date of their announcement of their intent to acquire Pharmacia
Corporation subject to obtaining the necessary regulatory approvals.
Q. WHAT ARE THE TAX CONSEQUENCES OF THE PLANNED ACQUISITION BY PFIZER?
A. The Pfizer acquisition is planned to be a tax-free exchange in the U.S. of
Pharmacia shares for Pfizer shares. Each share of Pharmacia common stock will
convert into 1.4 shares of Pfizer, Inc. common stock.
Q. WHAT STEPS MUST BE COMPLETED FOR THE PFIZER TRANSACTION TO BE FINALIZED?
A. Among the key steps are regulatory filings with the SEC, antitrust filings
with the U.S. Federal Trade Commission (FTC) and Department of Justice (DOJ), EU
antitrust filings, and special shareholder meetings for shareholders of each
company.
Q. SINCE PHARMACIA IS TRADED ON THE NEW YORK STOCK EXCHANGE AND STOCKHOLM
EXCHANGE, WILL PFIZER LIST ITS SHARES IN SWEDEN?
A. Pfizer will determine whether or not to list its shares in Sweden at a later
date. Once that decision is made, more information will be provided to Swedish
shareholders on how to convert their Pharmacia shares.
Q. PLEASE EXPLAIN THE IPO FOR THE MONSANTO AGRICULTURAL BUSINESS AND THE
SUBSEQUENT DISTRIBUTION OF MONSANTO SHARES TO PHARMACIA SHAREHOLDERS OF RECORD.
A. On October 23, 2000, there was an initial public offering (IPO) of a portion
of the Monsanto agricultural business. At the completion of the IPO, Pharmacia
continued to own approximately 84% of Monsanto. Monsanto is represented on the
New York Stock Exchange by ticker symbol MON. No distributions of Monsanto stock
were made to Pharmacia Corporation shareholders of record at the time of the
initial public offering.
In November 2001, Pharmacia Corporation announced a plan to spin-off the
remaining 84% of Monsanto to Pharmacia shareholders by means of a tax-free
dividend. The Monsanto shares were distributed on August 13, 2002 to
shareholders of record on July 29, 2002.
Q. AS A RESULT OF THE SPIN-OFF OF THE REMAINING 84% OF THE AGRICULTURAL
BUSINESS, WHAT WERE PHARMACIA CORPORATION SHAREHOLDERS ENTITLED TO RECEIVE?
A. Pharmacia Corporation shareholders of record on July 29, 2002 were entitled
to receive 0.170593 shares of Monsanto stock for every one share of Pharmacia
stock. This ratio was obtained by dividing Pharmacia's total shares in Monsanto
(220,000,000) by the total number of shares outstanding in Pharmacia at 5:00 PM
Eastern time on July 29, 2002, which was 1,289,621,815.
Q. WILL THE ACQUISITION OF PHARMACIA CORPORATION BY PFIZER, INC. IMPACT THE
MONSANTO STOCK THAT I RECEIVED AS A RESULT OF THE AUGUST 13, 2002 SPIN-OFF?
A. No. With the completion of the spin-off, Monsanto is now a 100% wholly
independent company and Pfizer's acquisition of Pharmacia will not impact
holders of Monsanto stock.
PLEASE CLICK HERE FOR MORE QUESTIONS AND ANSWERS REGARDING THE MONSANTO
SPIN-OFF.
Q. I AM A HOLDER OF FORMER PHARMACIA & UPJOHN STOCK. I UNDERSTAND THAT I NEED TO
EXCHANGE MY PHARMACIA & UPJOHN CERTIFICATE(S) FOR ONE REFLECTING MY STOCK
OWNERSHIP IN THE NEW COMPANY, PHARMACIA CORPORATION. HOW CAN I DO THAT?
A. In March, 2002, Mellon Investor Services mailed the necessary paperwork (i.e.
Letter Of Transmittal) to all holders of unexchanged Pharmacia & Upjohn
certificate(s). If you have not yet exchanged your Pharmacia & Upjohn stock into
Pharmacia Corporation or did not receive a Letter Of Transmittal, please call
Mellon Investor Services, our transfer agent, at 877-231-3345 to request one.
Q. I AM A HOLDER OF THE MONSANTO STOCK THAT MERGED WITH PHARMACIA & UPJOHN IN
MARCH, 2000. DO I NEED TO EXCHANGE MY CERTIFICATE(S)?
A. We encourage former holders of the old Monsanto to exchange their
certificates for ones reflecting the new company name, Pharmacia Corporation. To
receive a new certificate, send your old certificate(s) with a brief cover
letter via Registered/Certified mail to: Mellon Investor Services LLC, PO Box
3316, South Hackensack, NJ 07606-1900.
Q. WHAT IS PHARMACIA'S DIVIDEND POLICY? WHEN ARE THE DIVIDENDS PAID?
A. Dividends are declared quarterly by Pharmacia Corporation's Board of
Directors. Since the completion of the merger between Monsanto and Pharmacia &
Upjohn, Pharmacia Corporation has made the following quarterly dividend
payments:
Payable Date Record Date Amount of Dividend/Share
------------ ----------- ------------------------
August, 1, 2002 July 15, 2002 $0.135
May 1, 2002 April 10, 2002 0.135
February 1, 2002 January 10, 2002 0.135
November 1, 2001 October 11, 2001 0.135
August 1, 2001 July 11, 2001 0.135
May 1, 2001 April 10, 2001 0.12
February 1, 2001 January 8, 2001 0.12
November 1, 2000 October 5, 2000 0.12
August 1, 2000 July 5, 2000 0.12
Q. CAN I INVEST DIRECTLY IN PHARMACIA CORPORATION? HOW ABOUT DIVIDEND
REINVESTMENT?
A. Pharmacia Corporation has a Direct Stock Purchase Plan and a Dividend
Reinvestment Plan through Mellon Investor Services LLC. If you are already a
registered stockholder or if you are interested in becoming one, please contact
Mellon at (888) 312-8333 for necessary forms regarding both Direct Stock
Purchase Plan and Dividend Reinvestment Plan. If you are calling from outside
the United States, please call (201) 329-8660. Shareholders can also download
the forms via the Mellon website https://vault.melloninvestor.com
Q. I CANNOT FIND THE STOCK CERTIFICATE FOR MY PHARMACIA CORPORATION STOCK. HOW
CAN I REPLACE THE CERTIFICATE?
A. To replace a lost Pharmacia Corporation stock certificate, you will need to
call Mellon Investor Services LLC, our Transfer Agent, at (888) 312-8333 to
request an Affidavit Of Loss.
Q. I HAVE LOST ONE OF MY PHARMACIA CORPORATION DIVIDEND CHECKS. HOW CAN I HAVE
THAT REPLACED?
A. To replace a lost or uncashed old dividend check, please call Mellon Investor
Services LLC, our Transfer Agent, at (888) 312-8333 to request a replacement.
Q. HOW DO I CONTACT THE TRANSFER AGENT?
A. The transfer agent for Pharmacia Corporation is Mellon Investor Services LLC.
You may contact them by calling (888) 312-8333 in the United States or (201)
329-8660 Internationally. You may also access Mellon's website at
www.melloninvestor.com
Q. HOW CAN I GET A 2001 ANNUAL REPORT FOR PHARMACIA CORPORATION?
A. To view the 2001 Annual Report electronically, please click here. If you
prefer to receive a hard copy in the mail, please click here.
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.