SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 8, 1999
Date of Report (Date of earliest event reported)
WARNER-LAMBERT COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-3608 22-1598912
(Commission File Number) (IRS EmployerIdentification No.)
201 Tabor Road, Morris Plains, New Jersey 07950-2693
(Address of principal executive offices) (Zip Code)
(973) 540-2895
(Registrant's telephone number, including area code)
Item 5. Other Events.
Copies of the joint American Home Products Corporation ("AHP")
and Warner-Lambert Company ("Warner-Lambert") press release with respect to
the Joint Analyst Presentation by AHP and Warner-Lambert, and the visual
portion of such presentation, are filed as Exhibits 99.1 and 99.2 hereto,
respectively, and are incorporated herein by reference.
Statements made in the Joint Analyst Presentation that state
the intentions, beliefs, expectations or predictions of AHP,
Warner-Lambert, or their respective managements for the future are
forward-looking statements. It is important to note that both AHP's and
Warner-Lambert's actual results could differ materially from those
projected in such forward-looking statements. Information concerning
factors that could cause actual results to differ materially from those in
forward-looking statements is contained from time to time in the filings of
each of AHP and Warner-Lambert with the U.S. Securities and Exchange
Commission (the "SEC"). Copies of these filings may be obtained by
contacting AHP or Warner- Lambert, as applicable, or the SEC.
INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO (THE
"JOINT PROXY STATEMENT/PROSPECTUS") WHICH WILL BE PREPARED BY
WARNER-LAMBERT AND AHP IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE MERGER AGREEMENT BETWEEN WARNER-LAMBERT, AHP AND A WHOLLY-OWNED
SUBSIDIARY OF AHP. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION TO
INVESTORS. WHEN COMPLETED, THE JOINT PROXY STATEMENT/PROSPECTUS WILL BE
MAILED TO THE SHAREHOLDERS OF EACH COMPANY. COPIES OF THE JOINT PROXY
STATEMENT/PROSPECTUS MAY BE OBTAINED FOR FREE BY CONTACTING WARNER-LAMBERT
OR AHP AND AT THE SEC'S WEB SITE AT WWW.SEC.GOV.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(99.1) Press Release, dated November 8, 1999, with
respect to the Joint Analyst Presentation
(99.2) Joint Analyst Presentation
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WARNER-LAMBERT COMPANY
By: /s/ Rae G. Paltiel
--------------------------------
Name: Rae G. Paltiel
Title: Secretary
Dated: November 9, 1999
EXHIBIT INDEX
(99.1) Press Release, dated November 8, 1999, with respect to
the Joint Analyst Presentation
(99.2) Joint Analyst Presentation
EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
Media Contact: Media Contact:
Lowell Weiner Carol Goodrich
American Home Products Warner-Lambert
(973) 660-5013 (973) 540-3320
Investor Contact: Investor Contact:
Thomas Cavanagh George Shields
American Home Products Warner-Lambert
(973) 660-5706 (973) 540-6916
George Sard/Paul Verbinnen/David Reno Fred Spar/Roy Winnick
Sard Verbinnen & Company Kekst & Company
(212) 687-8080 (212) 521-4800
AMERICAN HOME PRODUCTS AND WARNER-LAMBERT
OUTLINE POWERFUL GROWTH STORY FOR AMERICANWARNER
Madison, N.J. and Morris Plains, N.J., November 8, 1999 - At an
analyst presentation, the managements of American Home Products (NYSE:AHP)
and Warner-Lambert Company (NYSE:WLA) reaffirmed their commitment to their
announced strategic business combination and outlined the following key
details of a powerful growth story for AmericanWarner Inc.:
o Accelerated bottom-line growth and strong potential for
accelerating top-line growth and P/E multiple expansion
o Cost synergies: $1.2 billion in annual savings fully captured
by the third year
o Sustainable revenue growth: 11% CAGR through 2002 (estimated
$29.7 billion in 2000 grows to $36.1 billion in 2002)
o Sustainable net income growth: 20% CAGR through 2002 (estimated $4.8
billion in 2000 grows to $6.8 billion in 2002)
o Strong late-stage pipeline and recent launches: ReFacto, Sonata,
Rapamune, Meningitec, Lipitor (Japan) and new product growth expected
from Pregabalin, Zenarestat, Prinomastat, Prevenar (21 launches
from 1999-2002)
o Broad therapeutic area leadership and diverse product portfolio with
less dependence on Lipitor
o Broadest technology capability in the industry (e.g., proteins, vaccines
structure based drug design, small molecules)
o #1 position worldwide in OTC with $4.9 billion in combined
2000 sales
o Enhanced market presence and penetration; increased sales potential
for existing and new products; significant scale in major
international markets; and more attractive in-licensing platform
o Substantial momentum based on "best-of-the-best" merger
philosophy
o Minimal patent exposure in near term
"It's clear that our friendly merger with Warner-Lambert is
strategically and financially compelling and that it will create enormous
near and long-term value for the shareholders of Warner-Lambert and
American Home Products," said John R. Stafford, Chairman, President and
Chief Executive Officer, American Home Products.
Lodewijk J.R. de Vink, Warner-Lambert's Chairman, President and Chief
Executive Officer said, "Our merger with American Home Products is an ideal
strategic combination of two strong and compatible world-class companies
that will create exceptional long-term growth and value for our
shareholders. With a strong and committed leadership team, AmericanWarner
will benefit from substantial momentum and be well positioned to take full
advantage of extraordinary growth opportunities on a global scale."
American Home Products Corporation is one of the world's largest
research-based pharmaceutical and health care products companies. It is a
leader in the discovery, development, manufacturing and marketing of
prescription drugs and over-the-counter medications. It is also a global
leader in vaccines, biotechnology, agricultural products and animal health
care. In 1999, its revenues are expected to approach $14 billion and the
Company will invest $1.8 billion in research and development. It employs
52,000 people worldwide.
Warner-Lambert is a global company devoted to discovering,
developing, manufacturing and marketing quality pharmaceutical, consumer
health care, and confectionery products. Its central research focus is on
heart disease, diabetes infectious diseases, disorders of the central
nervous system and women's health care. In 1999, its revenues are expected
to exceed $12 billion and the company will invest more than $1.2 billion in
research and development. It employs more than 43,000 people worldwide.
Statements made in this press release that state "we will," "we
expect," or otherwise state the companies' predictions for the future are
forwarded-looking statements. Actual results might differ materially from
those projected in the forward-looking statements. Additional information
concerning factors that could cause actual results to materially differ
from those in the forward-looking statements is contained in each Company's
annual report on Form 10K-A for the year ended December 31, 1998 filed with
the U.S. Securities and Exchange Commission. For a copy of these filings,
call the media contacts listed on this press release.
EXHIBIT 99.2
AmericanWarner, Inc
Leadership and Momentum
in Pharmaceuticals
and
Consumer Healthcare
Statements made in this presentation that state either companies' or
managements' intentions, beliefs, expectations or predictions for the
future are forward-looking statements. It is important to note that both
companies' actual results could differ materially from those projected in
such forward-looking statements. Information concerning factors that could
cause actual results to differ materially from those in the forward-looking
statements is contained from time to time in each company's filings with
the Securities and Exchange Commission ("SEC"). Copies of these filings may
be obtained by contacting AHP, Warner-Lambert or the SEC.
Transaction Highlights
o Merger of equals
o Clear strategic direction and organizational structure
o Pooling of interests
o Tax-free
o Exchange ratio
-- 1 share of WLA --> 1.4919 shares of AmericanWarner
-- 1 share of AHP --> 1.0000 shares of AmericanWarner
o Significant synergies
-- Revenue upside
-- Cost savings of $1.2 billion
AMERICANWARNER: LEADERSHIP GROWTH RATES
1999E 2000E 2001E 2002E CAGR ('99-02)
----- ----- ----- ----- -------------
Revenues $26.3Bn $29.7Bn $32.8Bn $36.1Bn 11%
- -Pharma 17.2 19.7 22.0 24.5 13%
- -Consumer 4.4 4.9 5.3 5.7 9%
Net Income 3.9 4.8 5.7 6.8 20%
EPS 1.48 1.79 2.15 2.55 20%
20% Net income growth with $1.2B
billion in cost synergies
SUBSTANTIAL VALUE CREATION
Opportunity for significant multiple expansion
o Significant new product growth - 21 launches (1999-2002)
o Broadest technology capability in industry (e.g., proteins,
vaccines, structure
based drug design, small molecules)
o Diverse product portfolio (with less dependence on Lipitor)
o Leadership in OTC
o Significant synergy and strategic opportunities
--revenue acceleration
--cost synergies
--strategic moves
o Substantial momentum based on "best-of-the-best" merger
philosophy
Leadership growth rates
<TABLE>
<CAPTION>
PHARMACEUTICALS: NEAR-TERM PIPELINE
Estimated Launch Dates
1999 2000 2001 2002
---- ---- ---- ----
<S> <C> <C> <C>
Femhrt*--HRT for Lipitor (Japan)-- Pregabalin-- Zenarestat--aldose
osteoporosis HMG CoA Gabapentanoid/ reductase inhibitor
$100-200 million reductase inhibitor anti-convulsant for diabetic neuropathy
for cholesterol for epilepsy $1,000- $400-500 million
reduction $800- 2,000 million
1,000 million
Refacto*-- Relpax*--Migraine (AG-3340--MMP1 for Igmesine--anti-
advanced therapy co-promotion prostate and non- depressant $500-
recombinant with Pfizer $300- small-cell lung 800 million
Factor VIII 1,000 million cancer $800-
formulation for 1,000 million
hemophilia
$300-800 million
Sonata*--for Trimegestone--new AG-1549--NNRTI Remune--immuno-
insomnia $400-600 progestin $400-500 for HIV/AIDS therapy for
million million $250-300 million HIV/AIDS $500-700
million
Rapamune*-- FluMist--vaccine CMA-676-- CC1-779--
immuno-suppres- for influenza cytotoxic cytostatic for
sant for organ $450-600 million immunoconjugate solid tumors
transplants for AML $100-200 $200-300 million
$900+ million million
Meningitec--for Protonix*--proton Recombinant Human Low dose PremPro-
immunization pump inhibitor Bone Morphogenic -osteoporosis/
against meningitis for ulcers Protein 2--for menopause $300-600
$200 million $250-500 million bone repair million
$500-1,000 million
Prevenar--vaccine
for 7 most common
strains of
pneumococci
$500-1,000 million
Peak year sales estimates from analyst reports
- ------------
</TABLE>
* Approved/Approvable
Steady Stream of Innovative New Products
A Robust Product Pipeline
[Graphic showing number of compounds under development from IND Track to
Pre- registration (AHP: 50; WLA: 30; combined totals: 13 IND Track, 11
Phase I, 22 Phase II, 21 Phase III and 13 Pre-registration)]
Powerful Combination of Complementary Technology Platforms
[Graphic illustrating that complementary platforms of small molecules;
structure based drug design; combinatorial chemistry; and protein
therapeutics afford new opportunities for innovation in small molecule
mimetics for proteins (e.g., Factor VIII)]
[Graphic illustrating that protein therapeutics afford new opportunities
for innovation in peptides and proteins (e.g., bone morphogenic proteins)]
[Graphic illustrating that complementary platforms of protein therapeutics;
vaccines design; and gene therapy afford new opportunities for innovation
in therapeutic vaccines (e.g., conjugate and DNA vaccines for cancer and
anti-virals)]
Complementary platforms leading to new opportunities for innovation
BIOTECH CAPABILITIES
[Graphic illustrating subsidiary entities of combined AmericanWarner and
their current pipeline products]
-Strong network of biotechs with
outstanding capabilities
-Proven ability to maintain entrepreneurial
culture and to successfully integrate
scientists and compounds
AMERICANWARNER: LEADING PHARMACEUTICALS
Warner-Lambert Top Drugs American Home Products Top Drugs
Indication 2000 Sales Indication 2000 Sales
- ------------------------------------ ----------------------------------------
Lipitor Dyslipidemia $4.750MM Premarin family Osteoporosis $1.925MM
Neurontin Epilepsy 825 Effexor Depression 1.000
Accupril Hypertension 650 OCs Contraception 700
Viracept HIV 525 Enbrel Rheumatoid 500
arthritis
Prevenar Vaccine 450
Zosyn/Tazoci Infection 400
Strong combined portfolio with $12 billion in major products
Diverse Portfolio of Pharmaceutical Products--2000 Sales
[Pie chart illustrating Warner-Lambert sales of $8.7 billion (Lipitor 55%;
Neurontin 9%; Accupril 7%; Viracept 6%; Other 23%)]
[Pie chart illustrating AHP sales of $11.0 billion (Premarin family 18%;
Oral contraceptives 6%; Effexor 9%; Prevenar 4%; Other 63%)]
[Pie chart illustrating that combined AmericanWarner would have sales of
$19.7 billion and less dependence on single product (Lipitor 24%; Premarin
family 10%; Effexor 5%; Neurontin 4%; Other 57%)]
A combination with less dependence on a single product.
THERAPEUTIC AREA LEADERSHIP
THERAPEUTIC AREA BASIS OF LEADERSHIP
Cardiovascular o Lipitor
o Accupril
o Cordarone IV
Women's Health o Premarin family
o Oral contraceptives
CNS o Effexor
o Neurontin
o Pregabalin
o Dilantin
o Sonata
Virology o Viracept
o Rescriptor
Immunology o Rapamune
o Enbrel
Vaccines o Prevenar
o Meningitec
Leadership in multiple major categories
CONSUMER HEALTHCARE: WORLD-CLASS BRANDS
WARNER-LAMBERT AMERICAN HOME PRODUCTS
Category 1999 Sales Category 1999 Sales
Listerine Oral $475 MM Advil Analgesics $500MM
[Logo] [Logo]
Sudafed Cough/cold 175 Centrum Nutritional 500
[Logo] [Logo] supplements
Benadryl Allergy 175 Robitussin Cough 275
[Logo] [Logo]
Zantac 75 Heartburn 175 Dimetapp Liquid 150
[Logo] [Logo] cough
Lubriderm Skin care 125 Caltrate Calcium 125
[Logo] [Logo] supplement
Neosporin Anti- 100 Preparation Other 100
[logo] infectants H [Logo]
World Leader in OTC
LEADERSHIP IN OTC
o #1 position worldwide in OTC o Partner of choice
o $4.9 billion in combined 2000 o Distinctive channel coverage
sales
o Portfolio of leading consumer o Leadership in marketing
healthcare products share of voice
o Significantly larger than o DTC capabilities and media
nearest competitor purchase power
o High potential switch
opportunities (based on a proven
track record)
Market leadership leading to new opportunities.
$1.2 Billion of Cost Synergies
[Pie chart indicating Pharmaceutical 64%, Consumer Health 27%,
Corporate 9%]
[Bar chart showing percent cost reduction (from applicable base):
Administration 26%; Distribution 14%; R&D 11%; Selling 9%; Marketing 5%;
Manufacturing (COGs) 4%; Total 9%]
o$1.2 billion of annual cost synergies
oFully implemented over three calendar years
REVENUE SYNERGY DRIVERS -- PHARMACEUTICALS
Key Drivers Top Market Presence
- ----------- -------------------
o Enhanced market presence and o High profile sales indentities (e.g.
sales penetration Wyeth-Ayerst, Lederle, Genetics
Institute, Immunex, Parke-Davis,
Warner-Lambert, Sankyo-Parke
Davis, Agouron)
o Deep and broad launch o Combined global salesforce of
capabilities (higher peak approximately 14,500
sales, faster ramp-up)
o More attractive licensing o Combined U.S. salesforce of
partner approximately 5,500
o Novel drug discovery
opportunities
Examples
- --------
o Greater upside in key products
- -- Accupril
- -- Effexor
o Faster/better launches
- -- Lipitor (Japan)
- -- Pregabalin
- -- Protonix
- -- Sonata
Significant upside from complementary capabilities
REVENUE SYNERGY DRIVERS -- OTC
Key Drivers Examples
----------- --------
o Category leadership
o Preferred retail relationships with
global players (e.g., Walmart)
o Retail globalization
o Strength in nutritionals o Enhanced nutritionals lineup
-- Solgar
-- Centrum
-- Quanterra
o Enhanced switch capabilities
THE AMERICANWARNER COMBINATION:
LEADERSHIP GROWTH RATES WITH FURTHER UPSIDE
1999E 2000E 2001E 2002E CAGR('99-'02)
----- ----- ----- ----- -------------
Revenues $26.3Bn $29.7Bn $32.8Bn $36.1Bn 11%
Pharma 17.2 19.7 22.0 24.5 13%
Consumer 4.4 4.9 5.3 5.7 9%
Net 3.9 4.8 5.7 6.8 20%
Income
20% net income growth with $1.2 A 1% increase in Pharma and Consumer
billion in cost synergies revenues will increase net income
growth by approximately 1%
<TABLE>
<CAPTION>
ILLUSTRATIVE VALUE CREATION
Near-Term
($200 million in 2000E Cost Synergies)
Market Capitalization
American Warner
Illustrative
2000 P/E American Home Warner Lambert American Warner Value Creation
<S> <C> <C> <C> <C> <C>
Pre-WSJ Article 29.6x $67 $69 $136 N/A
Day of WSJ Article 32.3x 74 75 149 $13
2000 P/E Range 33.0x 157 $21
35.0 166 30
37.0 176 40
39.0 185 49
LONG-TERM
($1.2 billion in 2002E Cost Synergies)
Market Capitalization
American Warner
Illustrative
P/E American Home Warner Lambert American Warner Value Creation
Pre-WSJ Article 29.6x $67 $69 $136 N/A
P/E Range 33.0x $226 $ 90
35.0 240 104
37.0 254 118
39.0 268 132
</TABLE>
AMERICANWARNER WOULD
COMMAND A STRONG MARKET PRESENCE
o #1 company in pharmaceutical sales
-Diversified product portfolio (i.e., less dependence on Lipitor)
-Full late-stage and early-stage pipeline
-Superior technology platforms including vaccines, recombinant
proteins, hormone therapeutics and gene therapy
-Broad therapeutic area presence (e.g., women's health, cardiovascular,
oncology, inflammation, CNS)
o #1 company in OTC sales
-Category leadership (e.g., nutritionals, cough/cold)
-Enhanced global reach
