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 BULLETIN WAS SENT TO WARNER-LAMBERT PHARMACEUTICAL COLLEAGUES
IN EUROPE AND ASIA BY LETTER AND E-MAIL ON FEBRUARY 15, 2000
[Parke-Davis LOGO]
Shaping our future together
A merger bulletin for all colleagues in Warner-Lambert, Europe and Asia
Issue 1: 15th February 2000
Dear Colleagues:
Managing the challenges and opportunities ahead
-----------------------------------------------
Last week you all received a letter from the heads of Pfizer and Warner-
Lambert announcing the merger of our two companies, creating the world's
most valuable company in our industry. This merger represents a great
opportunity for our organization and secures a strong future for our
shareholders, customers and, most importantly, our people.
I recognize that many of you will be anxious to know more about how the
merger affects our operations in Europe and Asia, and in particular what it
will mean for you personally. In the short term you're unlikely to see or
feel much change because the process of agreeing how the two companies will
come together will take some weeks to complete.
What I can say is that we've already set up a team, led by Tony Wild,
that's dedicated to bringing our organizations together as smoothly as
possible. They've already started work on reviewing every aspect of our
operations to ensure we develop a series of robust plans that make this
period of transition as seamless as possible.
We met with our European and Asian managers last week to give them a clear
overview of where we are now and what the next steps will be. You have my
promise that you'll continue to be kept up to date with developments as
they happen. This bulletin forms part of that promise and you'll have an
opportunity to discuss the issues it contains in more detail with your
manager over the next few days.
During the coming weeks and months, keeping focused on our business goals
for 2000 is critical. We have a great reputation, a strong track record
and a history of excellence in serving patients and customers alike. All
of these qualities will be as important tomorrow as they are today. I know
I can count on you all to continue delivering your very best.
(INSERT NAME OF LOCAL GENERAL MANAGER)
What you will find in this bulletin:
-----------------------------------
o What the merger means in practice
o Why we've merged
o What this means for Parke-Davis in Europe & Asia
o What this means for our people
o How we're moving the merger forward
o Keeping you informed - what happens next
What the merger means in practice:
---------------------------------
o Pfizer and Warner-Lambert have agreed to merge forming the
world's 2nd largest and fastest growing pharmaceuticals company.
Our combined global market share is 6.5%.
o The Board of Directors and management team for the new company
will be drawn from both companies with William C. Steere, Jr
becoming chairman and chief executive and Dr Henry McKinnell
president and chief operating officer.
o Pfizer shareholders will own 61% of the newly created $90 billion
organization and Warner-Lambert shareholders will own 39%.
o The deal is expected to be completed by the middle of this year,
subject to shareholder and regulatory approval.
o The merger agreement between Warner-Lambert and American Home
Products has been terminated.
Why we've merged:
----------------
Although a merger with Pfizer was not the route to growth we chose
originally, our unprecedented success over the development of Lipitor
clearly demonstrates the power and potential of this partnership.
Our industry is also changing rapidly - driven by four global
market trends.
o A slowdown in market growth
o A number of key patents due to expire
o R & D costs are rising significantly
o E-commerce is changing the way we do business
Neither of the two companies is immune to these trends and each has a
number of internal issues that influenced the decision. We needed to re-
balance our product portfolio, reducing our reliance on a small number of
core products and we need to speed up our pipeline development.
What this means for Parke-Davis in Europe & Asia:
------------------------------------------------
Because we're merging with a long standing partner, a company we already
know well and with whom we've already achieved huge commercial success, we
understand the relative strengths and benefits each brings to the new
company.
o The Parke-Davis name is one of the oldest and most respected
names in pharmaceuticals. Our name will continue to be
represented through the combined product portfolio and through a
dedicated sales force.
o We'll have more opportunities to create new markets with our
existing products and share the success of our unrivaled combined
portfolio. No other company will cover the range of therapeutic
areas with so many market-leading medicines.
o More opportunities to launch and support new products with a
best-in-class R&D function of over 12,000 people and an annual
budget of $4.7 billion - more than any of our competitors.
o A strong international presence with better access to all the
major global markets, including Japan, and the confidence that
comes with being a top player in each.
o Combined consumer product sales of more than $3.5 billion giving
us a significant stake in the consumer healthcare market.
What this means for our people:
------------------------------
Our shared passion for innovation and growth means we believe in creating
the environment and the right level of support for our people to find
creative solutions and feel empowered to take decisions.
Both organizations have a strong set of values that underpin the way we
want to do business. Our aim is to draw on the best of both cultures so
that we strike a proper balance between our need for performance and the
needs of our people.
Without doubt, our first task is to clarify the future roles for our
people. We have no details to give you right now but as soon as we can
give you definite news we will do so. We are putting in place some fast-
track communication channels - like this bulletin - to keep you informed at
every stage.
Meanwhile, you can be confident that we will do all we can to give you the
information, support and practical help you need to move into the future
with confidence.
How we're moving the merger forward:
-----------------------------------
Our goal remains to complete the merger agreement by July. There are a
number of statutory and regulatory hurdles we need to clear over the course
of the next few weeks. This includes a 30 day review period by the Security
Exchange Council (SEC) in the US to give their ruling on the financial
structure of the merger.
In the meantime, we've set up a joint transition steering committee led by
Tony Wild and Hank McKinnell to identify the best way forward for
integration and to set out a clear path to make it happen. Putting the plan
into action will be the responsibility of our operational line managers
who'll drive the transition at local level.
Our aim is to build an organization that harnesses the very best from our
people, our practices and our facilities. We'll be asking for your ideas
and contributions across the organization to help shape this new company
and create the structures, systems and processes that will help us deliver
that goal.
We'll keep you informed of progress and up to date with the challenges and
solutions we'll undoubtedly face over the coming weeks.
Keeping you informed - what happens next:
----------------------------------------
This is a quick overview of what you can expect to see and hear over the
coming fortnight and the opportunities you will have to discuss the issues
and feedback you views.
o All staff receive this electronic bulletin, which includes an
individual feedback form, during the course of Monday, February
15.
o Your manager will be organizing a team briefing session within
the next week; you can expect confirmation of when this will
happen in your local area by Wednesday, February 17.
o Each session will last for about 40 minutes; it is your
opportunity to ask questions on the issues covered and discuss
what this means for your team at a local level.
o Each team will be able to feedback their collective views via a
team feedback form; these will be faxed immediately to your local
HR Director.
o We also want to hear individual views, so please complete and
return the individual feedback form that's included with this
bulletin.
o All the feedback will be collated and summarized at the affiliate
level and forwarded on to the European management.
o Your feedback is critical and will help to shape the content of
the next phase of communication.
* * * * * *
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 will be soliciting proxies from
Warner-Lambert shareholders in favor of the merger. Information concerning
the participants in the solicitation is included in the filing under Rule
425 made by Warner-Lambert with the SEC on February 9, 2000.
