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WARNER-LAMBERT COMPANY
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FOR IMMEDIATE RELEASE
MEDIA CONTACT: INVESTOR RELATIONS CONTACTS:
Jason Ford (973) 540-4268 George Shields (973) 540-6916
John Howarth (973) 540-4874
WARNER-LAMBERT ANNOUNCES MODIFIED DELAWARE
COURT OF CHANCERY LITIGATION SCHEDULE
MORRIS PLAINS, N.J., December 22, 1999 -- Warner-Lambert Company (NYSE:
WLA) today announced that the Delaware Court of Chancery has modified the
litigation schedule between Warner-Lambert, American Home Products and
Pfizer, in light of Pfizer's filing of consent solicitation materials with
the Securities and Exchange Commission (SEC). Granting Warner-Lambert's
request, the Court has accelerated its consideration of the Lipitor(R)
issues between Warner-Lambert and Pfizer. The Court also delayed a
previously scheduled hearing on Pfizer's challenge to the
Warner-Lambert/American Home merger agreement.
In a decision released this afternoon, the Court scheduled a hearing
for January 10, 2000, on Warner-Lambert's motion for a preliminary
injunction against Pfizer's consent solicitation based on the standstill
provision of the parties' Lipitor(R) agreements. The Court also announced
that on February 14, 2000 it will commence a one-week trial on
Warner-Lambert's claims that Pfizer has violated the Lipitor(R) agreements,
and Pfizer's claims against Warner-Lambert under those agreements. That
trial had previously been scheduled to start on April 10. As previously
disclosed, Warner-Lambert has claimed that Pfizer forfeited its rights to
co-promote Lipitor(R) and share in its profits because of its violations.
As part of its ruling, the Court delayed until March 15 its hearing on
Pfizer's challenges to the Warner/AHP merger. That hearing had previously
been scheduled for January 31.
The Court of Chancery's decision was announced in a five-page letter to
the parties. A Warner-Lambert spokesperson said the Company was pleased
with the court's decision.
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.
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Warner-Lambert and certain other persons named below may be deemed to
be participants in the solicitation of revocations of consents in response
to Pfizer's consent solicitation. The participants in this solicitation may
include the directors of Warner- Lambert (Lodewijk J.R. de Vink, Robert N.
Burt, Donald C. Clark, John A. Georges, William H. Gray III, William R.
Howell, LaSalle D. Leffall, Jr., George A. Lorch, Alex J. Mandl and Michael
I. Sovern); the following executive officers of Warner-Lambert: Lodewijk
J.R. de Vink (Chairman, President and Chief Executive Officer), Ernest J.
Larini (Chief Financial Officer and Executive Vice President,
Administration), Anthony H. Wild (Executive Vice President and President,
Pharmaceutical Sector), Raymond M. Fino (Senior Vice President, Human
Resources), Philip M. Gross (Senior Vice President, Strategic Management
Processes), Gregory L. Johnson (Senior Vice President and General Counsel),
Richard W. Keelty (Senior Vice President, Public Affairs), J. Frank Lazo
(Senior Vice President and President, Adams), S. Morgan Morton (Senior Vice
President and President, Consumer Healthcare Sector), Peter B. Corr (Vice
President and President, Warner-Lambert/Parke-Davis Research and
Development), Maurice A. Renshaw (Vice President and President, Parke-Davis
USA), Barbara S. Thomas (Vice President and President, Consumer Healthcare
USA), John F. Walsh (Vice President and President, Shaving Products Group)
and Rae G. Paltiel (Secretary); and the following other members of
management and employees of Warner-Lambert: George J. Shields (Vice
President, Investor Relations), John J. Howarth (Manager, Investor
Relations), Stephen J. Mock (Vice President, Public Relations) and Carol T.
Goodrich (Director, Media Relations). As of the date of this communication,
none of the foregoing participants individually beneficially own in excess
of 1% of Warner-Lambert's common stock or in the aggregate in excess of
1.5% of Warner-Lambert's common stock.
Warner-Lambert has retained Bear Stearns & Company, Inc. ("Bear
Stearns") and Goldman Sachs & Company ("Goldman Sachs") to act as its
financial advisors in connection with the Pfizer proposal, for which each
of Bear Stearns and Goldman Sachs will receive customary fees, as well as
reimbursement for reasonable out-of-pocket expenses. In addition,
Warner-Lambert has agreed to indemnify Bear Stearns and Goldman Sachs
against certain liabilities, including certain liabilities under federal
securities laws, arising out of their engagement. Bear Stearns and Goldman
Sachs are investment banking firms that provide a full range of financial
services for institutional and individual investors. Neither Bear Stearns
nor Goldman Sachs admits that it nor any of its directors, officers or
employees is a "participant" as defined in Schedule 14A promulgated under
the Securities Exchange Act of 1934, as amended, in the solicitation, or
that Schedule 14A requires the disclosure of certain information concerning
either Bear Stearns or Goldman Sachs. In connection with Bear Stearns' role
as financial advisors to Warner-Lambert, Bear Stearns and the following
investment banking employees of Bear Stearns may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Warner-Lambert: Alan Schwartz,
Richard L. Metrick and Fred McKonkey. In connection with Goldman Sachs'
role as financial advisors to Warner-Lambert, Goldman Sachs and the
following investment banking employees of Goldman Sachs may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of Warner-Lambert: Robert
Harrison, Suzanne Nora Johnson and Wayne Moore. In the normal course of its
business, each of Bear Stearns and Goldman Sachs regularly buys and sells
securities issued by Warner-Lambert for its own account and for the
accounts of its customers, which transactions may result in either Bear
Stearns, Goldman Sachs or the associates of either of them having a net
"long" or a net "short" position in Warner-Lambert securities, or options
contracts or other derivatives in or relating to such securities. As of
November 15, 1999, Bear Stearns held a net short position of 18,000 shares
of Warner-Lambert common stock, and customer accounts managed by Bear
Stearns Asset Management, an affiliate of Bear, Stearns & Co. Inc., held a
net long position of 1,800 shares. As of November 15, 1999, Goldman Sachs
held a net short position of 156,299 shares of Warner-Lambert common stock;
in addition, an affiliate of Goldman, Sachs & Company, Goldman Sachs Asset
Management, serves as an investment advisor to various mutual funds which
in the aggregate held a net long position of 4,104,203 shares.
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