Filed by Warner-Lambert Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rule 14a-12
of the Securities Exchange Act of 1934
Commission File No: 001-3608
Subject Company: Warner-Lambert Company
THE FOLLOWING LETTER WAS DISTRIBUTED TO WARNER-LAMBERT
COLLEAGUES ON FEBRUARY 7, 2000.
[WARNER-LAMBERT LOGO] [PFIZER LOGO]
February 7, 2000
Dear Colleagues,
WE ARE PLEASED TO ANNOUNCE THE MERGER OF WARNER-LAMBERT AND PFIZER-THE TWO
FASTEST GROWING PHARMACEUTICAL COMPANIES IN THE WORLD. Together, we are
creating the world's most valuable company in our industry, setting the
stage for a new generation of scientific breakthroughs and healthcare
products.
The rhetoric of the past three months is behind us. What lies ahead is a
future in which we will build, together, a best-in-class global enterprise.
Warner-Lambert and Pfizer both have talented, committed people. The
excellence we demonstrated in bringing LIPITOR to the world is a harbinger
of what we can create together.
Now, working as one company, we can reach for new levels of greatness.
Here is what we will do together:
WE WILL BUILD A UNIFIED CULTURE THAT DRAWS ON THE BEST OF BOTH COMPANIES.
Our cultures are more alike than they are different-that is what attracted
Pfizer to Warner-Lambert in the first place. Both companies have proud
histories, both share a passion for innovation and growth, both hold to a
strong set of core values, and both believe in giving back to the
communities where we live and work. As we put Pfizer and Warner-Lambert
together, the best people and practices-from both companies-will flourish.
WE WILL MAXIMIZE THE SUCCESS OF OUR PHARMACEUTICAL PRODUCTS AROUND THE
WORLD. Pfizer and Parke-Davis are two of the oldest and most respected
names in pharmaceuticals. The Parke-Davis name will continue to be
represented through the new company's product portfolio, and through a
dedicated sales force.
As for products, no other company will have so many market-leading
medicines in so many different therapeutic areas. The new company will have
seven drugs that have already achieved billion-dollar sales or will achieve
that blockbuster status. Better yet, the full potential of these products
has yet to be realized, and that will be a critical goal of the new
combined company. We can drive LIPITOR-a product that grew more than 70
percent in 1999-to new heights. Imagine our potential in Japan alone, the
world's second largest cholesterol-lowering market, where we are on the
verge of launching LIPITOR, and where Pfizer is the leading
non-Japanese-owned pharmaceutical company.
WE WILL ACCELERATE THE DISCOVERY AND DEVELOPMENT OF THE MEDICAL
BREAKTHROUGHS OF TOMORROW. The combined company will be by far the most
formidable research organization in the industry. It will have a scientific
staff of more that 12,000 people, anchored by leading edge R&D centers in
Groton, Connecticut and Ann Arbor, Michigan. It will have an annual budget
of $4.7 billion, highly promising products like pregabalin in late-stage
development, and dozens of promising compounds in earlier stages. It will
be a world leader in emerging drug discovery technologies, own a library of
compounds in the millions, and be a force in biotechnology and other
discovery alliances. One intriguing possibility is a medicine combining
LIPITOR and NORVASC, our two most successful products.
WE WILL HAVE A MAJOR PRESENCE IN THE CONSUMER HEALTH CARE MARKET. The
combined company will have consumer product sales of more than $3.5
billion, covering some of the world's best known brands. These include
Warner-Lambert's leading brands like LISTERINE, SCHICK, LUBRIDERM, SUDAFED
and BENADRYL as well Pfizer's top-selling brands, such as VISINE, BENGAY,
DESITIN and BARBASOL. Moreover, we will be superbly positioned to
capitalize on the trend of switching prescription medicines coming off
patent to over-the- counter products, extending the value of our
discoveries and offering new options to those who want to bring us
product-licensing opportunities.
We are pleased to announce that Warner-Lambert's corporate headquarters in
Morris Plains, New Jersey, will be the new center of excellence for the
global consumer products businesses of our enterprise. Morris Plains will
also be a center for selected pharmaceutical operational support functions.
We recognize that the question on top of everyone's list is: "What does
this mean for me?" This is a difficult question to answer today, since our
merger will affect different parts of the organization in different ways at
different times. However, the integration team, headed by Tony Wild and
Hank McKinnell, will be moving rapidly to bring our organizations together
as smoothly as possible.
Importantly, we want to stress that the vast majority of current colleagues
will be integral contributors to the new company. We have great prospects
for growth, and a great amount of work to do to maximize the vast potential
of our opportunities.
Our proposed global combination requires both shareholder approvals and
numerous regulatory approvals before becoming effective. This process will
take at least until midyear. For now, the most important imperative for all
of us is to remain focused on our business goals. Let us continue to show
the world how we excel in serving patients and customers.
This is a historic day for our companies, and for all who work with us,
invest in us, and rely on us for products. And this is a historic moment
for our industry, as unprecedented advances in science and medicine allow
us to change the very nature of health care.
All of you have worked hard to build a company that enjoys great success.
We hope you share our confidence that your efforts will translate into a
powerhouse company at the forefront of the health care revolution. We ask
your help-and continued excellence-as the new combination of Pfizer and
Warner-Lambert comes into being, and gets down to business.
Sincerely
/s/ Lodewijk J.R. de Vink /s/ William C. Steere, Jr.
Chairman of the Board, President and Chairman of the Board and
Chief Executive Officer Chief Executive Officer
THE FOLLOWING INFORMATION WAS DISTRIBUTED TO WARNER- LAMBERT COLLEAGUES
WITH THE LETTER FILED HEREWITH.
COMPLEMENTARY PRODUCT PORTFOLIOS
"The combination of our companies provides us with a complementary array of
products across virtually every product line. These range from our
cardiovascular portfolio, which is now the industry leader, to our central
nervous system medicines, where the combination of current products and
late-stage candidates is unparalleled. We also have the leading cholesterol
lowering medicine in the world. This broad product line will only be
enhanced by the global alignment and high quality of our medical, marketing
and sales organizations."
Karen Katen, President
Pfizer U.S. Pharmaceuticals Group
(PFIZER LOGO) (WARNER-LAMBERT
LOGO)
CARDIOVASCULAR LEADERSHIP
o Vast product line covers
all major diseases
o Medicines treat key risk
factors including high
blood pressure and
Norvasc diabetes Accupril
Glucotrol XL o Help patients manage Rezulin
multiple CV risks
o Combined CV sales total
$6.0 billion in 1999
LIPID LOWERING
o Co-promoted
o Fastest-growing product
Lipitor among cholesterol Lipitor
lowering agents
o Sales expected to exceed
$5 billion in 2000
EXTENSIVE CNS PRESENCE
(PFIZER LOGO) (WARNER-LAMBERT
o Products treat
depression, anxiety,
Zoloft dementia Neurontin
Aricept o Schizophrenia, epilepsy,(pregabalin)
(Relpax) migraine Dilantin
(Zeldox) o Outreach to mental
health, psychiatry and
neurology disciplines
o Combined CNS sales
total $3.3 billion
INFECTIOUS DISEASE EXPERIENCE
o Historic leader in
antibiotics, from
Zithromax penicillin to Zithromax Viracept
Diflucan o W-L/Agouron leader in Rescriptor
HIV/AIDS treatments
and research
o Combined ID sales total
$3.7 billion
WOMEN'S HEALTH
o Hormone replacement
therapy, contraception,
Diflucan VC chlamydia treatment Loestrin
Zithromax o Added emphasis on CV Estrosetp
STD risk, (lipids and FemPatch
hypertension), mental femhrt
health in women
o Broad educational
outreach programs
KEY PHARMACEUTICAL AND CONSUMER HEALTH PRODUCTS
PHARMACEUTICALS (1999 WORLDWIDE SALES)
(PFIZER LOGO)
Products Category Sales (mm)
Norvasc Hypertension/Angina $3,030
Zoloft Depression/Anxiety $2,034
Celebrex* Arthritis $1,500
Zithromax Anti-Infective $1,333
Viagra ED $1,033
Diflucan Anti-Infective $1,002
Cardura Hypertension/BPH $794
Zyrtec Allergy $552
Aricept** Alzheimer's Disease $534
Procardia/XL Hypertension/Angina $523
*Copromoted with G.D. Searle & Co.
**Copromoted with Eisai Co., Ltd.
(WARNER-LAMBERT LOGO)
Products Category Sales (mm)
Lipitor*** Cholesterol Lowering $3,732
Neurontin Seizure Disorders $913
Rezulin Diabetes $625
Viracept AIDS $530
Accupril CV $514
***Copromoted with Pfizer
CONSUMER HEALTH
(PFIZER LOGO)
Products Category
Visine Eye
Ben Gay Muscle/Joint Pain
Desitin Diaper Rash
Cortizone Anti-itch
(WARNER-LAMBERT LOGO)
Products Category
Schick Shaving Products
Halls Cough Tablets
Listerine Oral Care
Efferdent Denture Care
Zantac 75 Heartburn
Sudafed Cough and Cold
RESEARCH & DEVELOPMENT PIPELINE
"The immediate and long-term benefits of bringing together these two
outstanding R&D organizations are profound. During the past decade, we have
both grown extensively and across broad areas of scientific research.
Together, we have a worldwide scientific staff of nearly 12,000, a
projected R&D budget of $4.7 billion for this year, more than 138 active
compounds in development and six state-of-the-art research campuses*. This
is the most comprehensive pharmaceutical research program in the world."
John F. Niblack, Ph.D. Vice Chairman, Pfizer
(PFIZER LOGO) (WARNER-LAMBERT
LOGO)
CARDIOVASCULARS Atherosclerosis
(Avasimibe)
NORVASC/LIPITOR COMBINATION
ANTI-INFECTIVES Fungal Infections (V HIV/AIDS (Remune, AG
fend) 1549)**
CNS Migraine (Replax) Epilepsy/Social Phobia
(pregabalin)
Schizophrenia (Zeldox)
Head Trauma (CP-101, General Anxiety
606) (pegaclone)
Stroke (UK-279, 276)
METABOLIC DISEASE Inhaled Insulin Osetoporosis (Femhrt,
Frailty (CP-424, 391) launched 2/3/00)
Osteoporosis Diabetic Complications
(Lasofoxifene) (Zenarestat)
Diabetes (CI 1037)
INFLAMMATORY Arthritis Pain (Neurontin
DISEASE (Valdecoxib)*** combinations)
Pain (pregabalin)
CANCER Tumor-Growth Prostate Cancer
Suppressor (CP-358, (prinomastat)
774)
(PFIZER LOGO) (WARNER-LAMBERT
UROLOGICAL Overactive Bladder
(Darifenacin)
* Including Groton, Conn., Ann Arbor, Mich., LaJolla, Calif., Sandwich,
England and Nagoya, Japan
** Within the Agouron Division
*** Copromoted with G.D. Searle & Co.
* * * * * *
These communications include certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may
vary materially from the expectations contained herein. The forward-looking
statements in this document include statements about future financial and
operating results and the proposed Warner-Lambert/Pfizer transaction. The
following factors, among others, could cause actual results to differ
materially from those described herein: inability to obtain, or meet
conditions imposed for, governmental approvals for the merger between
Warner-Lambert and Pfizer; failure of the Warner-Lambert or Pfizer
stockholders to approve the merger; the risk that the Warner-Lambert and
Pfizer businesses will not be integrated successfully; the costs related to
the merger; and other economic, business, competitive and/or regulatory
factors affecting and Warner-Lambert's and Pfizer's businesses generally.
More detailed information about those factors is set forth in
Warner-Lambert's and Pfizer's filings with the Securities and Exchange
Commission, including their Annual Reports filed on Form 10-K for the
fiscal year ended 1998, especially in the Management's Discussion and
Analysis section, their most recent quarterly reports on Form 10-Q, and
their Current Reports on Form 8-K. Warner-Lambert and Pfizer are under no
obligation to (and expressly disclaim any such obligation to) update or
alter their forward-looking statements whether as a result of new
information, future events or otherwise.
* * * * * *
On November 15, 1999, Pfizer filed a joint proxy statement/prospectus in
connection with its proposed merger with Warner-Lambert. Pfizer and
Warner-Lambert will be jointly preparing an amendment to the joint proxy
statement/prospectus and will be filing such amendment with the Securities
and Exchange Commission as soon as practicable. WE URGE INVESTORS TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by Pfizer Inc. and
Warner-Lambert Company with the Commission at the Commission's web site at
www.sec.gov. In addition, the joint proxy statement/prospectus and other
documents filed with the SEC by Pfizer may be obtained for free from Pfizer
by directing a request to Pfizer Inc., 235 42nd Street, New York, New York
10017, Attention: Investor Relations, telephone: (212) 573-2668. Documents
filed with the SEC by Warner-Lambert may be obtained for free from
Warner-Lambert by directing a request to Warner-Lambert Company, 201 Tabor
Road, Morris Plains, New Jersey 07950, Attention: Corporate Secretary,
telephone (973) 385-4593.
Warner-Lambert and certain other persons named below will be
soliciting proxies from Warner-Lambert shareholders in favor of the merger.
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: 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), John S. Craig (Vice
President and President, Adams USA), Joseph E. Lynch (Vice President and
Controller), Harold F. Oberkfell (Vice President, Knowledge Management),
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 2% of
Warner-Lambert's common stock.
The participants may also own unvested options to purchase shares of
Warner-Lambert common stock and restricted shares of common stock, each
granted under certain Warner-Lambert compensation plans; in connection with
the merger, all such options will become vested and exercisable and all
restrictions on restricted shares will lapse. As of the date of this
communication, none of the foregoing participants individually or in the
aggregate own restricted shares or unvested options to purchase in excess
of 1% of Warner-Lambert's common stock. Certain of the above participants
may also be covered by severance plans which may be triggered in connection
with the merger.
