Filed by Pfizer Inc.
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Wyeth
Commission File No.: 001-01225
Forward Looking Statements
This website includes "forward-looking statements" within the meaning of the
safe harbor provisions of the United States Private Securities Litigation Reform
Act of 1995. Such statements may include, but are not limited to, statements
about the benefits of the proposed merger between Pfizer and Wyeth, including
future financial and operating results, the combined company's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of Pfizer's and Wyeth's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the possibility that the
expected synergies from the proposed merger of Pfizer and Wyeth will not be
realized, or will not be realized within the expected time period, due to, among
other things, the impact of pharmaceutical industry regulation and pending
legislation that could affect the pharmaceutical industry; the ability to obtain
governmental and self-regulatory organization approvals of the merger on the
proposed terms and schedule; the failure of Wyeth stockholders to approve the
merger; the risk that the businesses will not be integrated successfully;
disruption from the merger making it more difficult to maintain business and
operational relationships; the possibility that the merger does not close,
including, but not limited to, due to the failure to satisfy the closing
conditions; Pfizer's and Wyeth's ability to accurately predict future market
conditions; dependence on the effectiveness of Pfizer's and Wyeth's patents and
other protections for innovative products; the risk of new and changing
regulation and health policies in the U.S. and internationally and the exposure
to litigation and/or regulatory actions. Additional factors that could cause
results to differ materially from those described in the forward-looking
statements can be found in Pfizer's 2007 Annual Report on Form 10-K, Wyeth's
2007 Annual Report on Form 10-K and each company's other filings with the
Securities and Exchange Commission (the "SEC") available at the SEC's Internet
site (http://www.sec.gov).
Additional Information
In connection with the proposed merger, Pfizer will file with the SEC a
Registration Statement on Form S-4 that will include a proxy statement of Wyeth
that also constitutes a prospectus of Pfizer. Wyeth will mail the proxy
statement/prospectus to its stockholders. Pfizer and Wyeth urge investors and
security holders to read the proxy statement/prospectus regarding the proposed
merger when it becomes available because it will contain important information.
You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (www.sec.gov). You may also
obtain these documents, free of charge, from Pfizer's website, www.pfizer.com,
under the tab "Investors" and then under the tab "SEC Filings". You may also
obtain these documents, free of charge, from Wyeth's website, www.wyeth.com,
under the heading "Investor Relations" and then under the tab "Financial
Reports/SEC Filings".
Pfizer, Wyeth and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from Wyeth
stockholders in favor of the merger. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the
Wyeth stockholders in connection with the proposed merger will be set forth in
the proxy statement/prospectus when it is filed with the SEC. You can
find information about Pfizer's executive officers and directors in its
definitive proxy statement filed with the SEC on March 14, 2008. You can find
information about Wyeth's executive officers and directors in its definitive
proxy statement filed with the SEC on March 14, 2008. You can obtain free copies
of these documents from Pfizer and Wyeth using the contact information above.
The following information is available at www.premierbiopharma.com
CREATING THE WORLD'S PREMIER BIOPHARMACEUTICAL COMPANY
Pfizer and Wyeth have announced that we are joining together to create the
world's premier biopharmaceutical company with the best people, assets, pipeline
and capabilities in the industry.
Now is the right time for a transformational combination of two strong
companies: The current industry dynamics favor focused scale in a flexible, more
diverse biopharmaceutical business.
The costs needed to succeed are increasing. Breakthrough advances require major
investments and scale is necessary to quickly bring innovative products to
patients and customers around the world.
A diversified portfolio of solutions is in the best interests of all our
stakeholders. We will be able to provide the newest, most advanced treatments at
affordable costs and focus on prevention as well as treatment.
For patients today, this combination means a broad portfolio of health care
solutions and treatments for every stage of life:
Leadership positions in key therapeutic areas such as cardiovascular, oncology,
women's health, CNS and infectious disease; in vaccines, biologics and small
molecules; and in animal health, with products for companion animals, biologics
and anti-infectives.
For patients tomorrow, this means a diverse range of technology and research
platforms:
An enhanced ability to innovate, through patient-centric business units that
allow for rapid decision making and a better use of resources.
Greater resources to invest in research and development, and access to all
leading scientific technology platforms.
A robust pipeline of biopharmaceutical development projects, including programs
in inflammation/immunology, oncology and pain, as well as a significant
opportunity to find a cure for Alzheimer's disease.
For patients everywhere, this means a strong global presence:
Industry-leading positions in most of the world's developed countries and an
enhanced geographic presence in key emerging markets such as China, Latin
America and the Middle East that will enable treatment for patients around the
world.
The talented people we have the privilege of working with have a tireless
commitment to improving the health of the patients we all serve. We look forward
to working together to meaningfully advance our shared mission of applying
innovative science to improve world health in the years to come.
/s/ Jeff Kindler /s/ Bernard Poussot
Jeff Kindler Bernard Poussot
Chairman and Chief Executive Officer Chairman, President and Chief Executive
Pfizer Officer
Wyeth
Deal Facts
PFIZER TO ACQUIRE WYETH FOR $68 BILLION IN CASH AND STOCK
CREATES THE WORLD'S PREMIER BIOPHARMACEUTICAL COMPANY
Companies Pfizer Wyeth
Ticker NYSE: PFE NYSE: WYE
Description Pfizer Inc, founded in Wyeth is one of the world's
1849, is dedicated to largest research-driven
better health and greater pharmaceutical and health
access to health care for care products companies. It
people and their valued is a leader in the
animals. Every day, discovery, development,
approximately 81,900 manufacturing and marketing
colleagues in more than 150 of pharmaceuticals,
countries work to discover, vaccines, biotechnology
develop, manufacture and products, nutritionals and
deliver quality, safe and non-prescription medicines
effective prescription that improve the quality of
medicines to patients. life for people worldwide.
The Company's major
www.pfizer.com divisions include Wyeth
Pharmaceuticals, Wyeth
Consumer Healthcare and
Fort Dodge Animal Health.
www.wyeth.com
Employees 81,900 47,600
2008E Revenue Revenues: $48.3 billion Revenues: $23.0 billion
Combined Company Revenues: $71.3 billion
(before synergies) Employees: 129,500
Strategic Rationale o Combination creates the world's premier
biopharmaceutical company
o Best portfolio of assets, pipeline and capabilities
in the industry
o Strong revenue diversification across numerous
growing therapeutic areas, leading technology and
research platforms, and a premier global footprint
o Enhanced ability to innovate, through
patient-centric business units, access to leading
scientific capabilities, and greater resources to
invest in research and development
o Combines entrepreneurial, focused businesses with
global scale and reach
o Positioned for long-term EPS growth in changing
health care environment
Global Industry
Leadership Establishes leading positions in biotechnology and key
therapeutic areas:
o Fourth largest biologics company
o Fourth largest vaccines business
o Enhanced position in key disease areas, such as
immunology/inflammation, Alzheimer's disease and
oncology
o Number one primary care company
o Number one in cardiovascular
o Number two in CNS, with a complete portfolio
o Number two in infectious disease
o Combined company builds upon its excellence in
animal health
Financial Benefits o Opportunity for improved, consistent, and stable
top-line and EPS growth, and enhanced shareholder
value in the short and long term
o Expect to be accretive to adjusted diluted EPS in
the second full year after closing
o Annual cost synergies of $4 billion expected to be
fully realized over three years after closing
o Low to mid-single digit revenue growth expected
post 2011
o No drug is expected to account for more than ten
percent of the combined company's revenue in 2012
o Substantial financial flexibility retained given
strength of balance sheet
Transaction Terms o Pfizer to acquire all outstanding Wyeth common
shares for $50.19 per share in cash and stock for
an aggregate value of approximately $68 billion
o US$33.00 per share in cash and 0.985 of a share of
Pfizer common stock valued at approximately $17.19
per share.
Financing o $22.5 billion in cash
o $22.5 billion in debt
o $23.0 billion in equity
Approvals The transaction is subject to the approval of Wyeth
shareholders, and other customary closing conditions.
WHERE TO FIND ADDITIONAL INFORMATION
Information is available at www.premierbiopharma.com or www.pfizer.com.
FORWARD-LOOKING STATEMENTS
This Press Release includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Such statements may include, but are not limited to,
statements about the benefits of the proposed merger between Pfizer and Wyeth,
including future financial and operating results, the combined company's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of Pfizer's and Wyeth's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the possibility that the
expected synergies from the proposed merger of Pfizer and Wyeth will not be
realized, or will not be realized within the expected time period, due to, among
other things, the impact of pharmaceutical industry regulation and pending
legislation that could affect the pharmaceutical industry; the ability to obtain
governmental and self-regulatory organization approvals of the merger on the
proposed terms and schedule; the failure of Wyeth stockholders to approve the
merger; the risk that the businesses will not be integrated successfully;
disruption from the merger making it more difficult to maintain business and
operational relationships; the possibility that the merger does not close,
including, but not limited to, due to the failure to satisfy the closing
conditions; Pfizer's and Wyeth's ability to accurately predict future market
conditions; dependence on the effectiveness of Pfizer's and Wyeth's patents and
other protections for innovative products; the risk of new and changing
regulation and health policies in the U.S. and internationally and the exposure
to litigation and/or regulatory actions. Additional factors that could cause
results to differ materially from those described in the forward-looking
statements can be found in Pfizer's 2007 Annual Report on Form 10-K, Wyeth's
2007 Annual Report on Form 10-K and each company's other filings with the
Securities and Exchange Commission (the "SEC") available at the SEC's Internet
site (http://www.sec.gov).
Additional Information
In connection with the proposed merger, Pfizer will file with the SEC a
Registration Statement on Form S-4 that will include a proxy statement of Wyeth
that also constitutes a prospectus of Pfizer. Wyeth will mail the proxy
statement/prospectus to its stockholders. Pfizer and Wyeth urge investors and
security holders to read the proxy statement/prospectus regarding the proposed
merger when it becomes available because it will contain important information.
You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (www.sec.gov). You may also
obtain these documents, free of charge, from Pfizer's website, www.pfizer.com,
under the tab "Investors" and then under the tab "SEC Filings". You may also
obtain these documents, free of charge, from Wyeth's website, www.wyeth.com,
under the heading "Investor Relations" and then under the tab "Financial
Reports/SEC Filings".
Pfizer, Wyeth and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from Wyeth
stockholders in favor of the merger. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the
Wyeth stockholders in connection with the proposed merger will be set forth in
the proxy statement/prospectus when it is filed with the SEC. You can find
information about Pfizer's executive officers and directors in its definitive
proxy statement filed with the SEC on March 14, 2008. You can find information
about Wyeth's executive officers and directors in its definitive proxy statement
filed with the SEC on March 14, 2008. You can obtain free copies of these
documents from Pfizer and Wyeth using the contact information above.
Patients / Physicians / Customers
The opportunities created by this combination are far greater than either Pfizer
or Wyeth could achieve alone. The new company, which will be called Pfizer, will
be the world's premier global biopharmaceutical company with the strongest
assets, pipeline and capabilities within health care and will be a leader in
human, animal and consumer health; primary and specialty care; and biologics as
well as pharmaceuticals. The diversity, agility and scale of the combined
company will enable us to more effectively address the health, wellness and
unmet medical needs of patients around the world. Importantly, this combination
will support Pfizer's mission to apply innovative science to improve world
health in three ways:
For Patients Today - Broad Range of Health Care Solutions and Treatments: The
new company will offer customers and patients a broad range of products for
every stage of life. Unique and valuable insights will be gleaned from a
portfolio that spans wellness and preventive care, such as vitamins and
vaccines, as well as therapies for a wide range of illnesses and diseases, such
as Alzheimer's disease and cancer. We will leverage research across our
portfolio and input from an extensive network of customer, physician and
stakeholder relationships to accelerate, improve and expand the health solutions
and treatments we offer.
For Patients Tomorrow - Robust Discovery and Development Program: The new
company will have more resources to invest in research and development than any
other biopharmaceutical company. We will have access to all leading scientific
technology platforms - enhancing the opportunity to produce significant
breakthroughs in key disease areas. As a result, we will be better able to help
patients and invest in pursuing multiple avenues to address a wide range of
unmet health needs.
At All Times - A Patient-Centric Business: We will operate small, focused
business units tailored to patients and customers that also benefit from being
part of a premier global organization. Each business unit will oversee product
development from early stage research to clinical trials to commercialization.
This approach will allow for more customer input into the development process,
rapid decision making and a better use of resources. As a result, we will have
the ability to invest in long-term opportunities while optimizing near-term
patient access to existing products.
We are excited about the opportunities this combination presents, allowing us to
continue contributing meaningfully to the communities in which we operate. As we
continue on our path forward, we also want to be clear about what will not
change: our commitment to patients, customers, patient assistance programs and
medical safety; and our support for health care reform that expands coverage,
improves quality and provides value to patients. Together, we remain committed
to leading the way to a healthier world.
Frequently Asked Questions
1. How will this transaction impact patients?
o The new company will promote health and wellness and respond more
effectively to the unmet medical needs of patients around the world,
through customer-focused business units that match speed and agility with
the benefits of a global organization's scale and resources.
o The new company will offer customers and patients a broad range of health
care products for every stage of life.
2. Will there be any impact on the continuity of drug availability or drug
access / assistance programs?
o No. The availability of products will not be impacted by this transaction.
o We expect patient access programs to remain in place.
3. Will this transaction have any impact on drug pricing?
o Pricing of products will not be impacted by this transaction.
4. How will this transaction impact customer relationships? How will existing
contracts be impacted?
o We will honor all contracts in place before the transaction.
5. How does this transaction affect the patent expiries that both companies
face?
o The combination will greatly diversify our product portfolio, reducing the
combined company's exposure to pending patent expiries.
o It is expected that no drug will account for more than ten percent of the
combined company's revenue in 2012.