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 is a communication to employees.
PHARMACIA CORPORATION
MEDIA REPORT - TUESDAY 23 JULY 2002
Contents
CORPORATE
PFIZER TABLES BID FOR PHARMACIA
Sverige-Nytt/Swedish Digest, 22 July 2002
PHARMACIA EXPECTED TO REPORT MUSD 686 PROFIT IN SECOND QUARTER
Reuters Ekonominytt, 22 July 2002
CORPORATE
PFIZER TABLES BID FOR PHARMACIA
Sverige-Nytt/Swedish Digest, 2002-07-22
Pfizer is to buy Pharmacia for 60 billion dollars. The acquisition will be paid
for in shares, and the bid represents a premium of 44 percent to Pharmacia
shareholders.
"Pharmacia was actually not for sale, but when you get an offer as good as this,
the shareholders must get the chance to have their say", says Hakan Astrom, who
serves on the group's executive management and is President of Pharmacia AB.
Swedish ownership in the new Pfizer will be less than one percent. It is too
early to say how the deal will affect operations on Sweden.
"We have, after all, tremendously unique businesses in Sweden, above all on the
production side; for example Nicorette, the biotechnology operation in Strangnas
and our major investment in Uppsala. These will probably continue to play an
important part in the new company", says Astrom.
Hakan Mandahl, Vice President of the Swedish Association of the Pharmaceutical
Industry, believes that this definitively signals the end of Pharmacia's
research in Sweden. According to Hakan Astrom, on the other hand, the research
conducted in Sweden is specialized and needed. (TT)
PHARMACIA EXPECTED TO REPORT MUSD 686 PROFIT IN SECOND QUARTER
Reuters Ekonominytt, 22 July 2002
Pharmacia is predicted to report a profit of 686 million dollars before tax in
the year's second quarter. In the full year, Pharmacia is expected to report a
profit of 2,670 million dollars. Sales in the second quarter are expected to
total 3,559 million dollars, and 14,245 million dollars in the full year. On 15
July, Pfizer tabled a bid for Pharmacia, a deal that is expected to be valued at
53 million dollars. According to analysts, the focus ahead of the report on the
merger between Pfizer and Pharmacia is on the growth in sales, in particular, of
the product Celebrex, which is used to treat rheumatism.
They are also looking forward to news on the launch of Bextra, and how it went.
Sales of Celebra are forecast at 744 million dollars with sales of Bextra
predicted at 92 million dollars.
"Of course, the focus is on what is happening in the Pfizer merger. "but
(another) focus (is) on the usual things, such as the Cox 2-platform and whether
they have managed to get Bextra out in the USA on time", says an analyst.
Annika Thofelt, 063 - 19 36 42
annika.thofelt@observer.se
(C) Copyright, Observer Sverige AB
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.