Proposed Transaction Valued at $96.40 per Warner-Lambert Share, Representing a 30% Premium Over the Last Month's Average Closing Price of Warner-Lambert Stock

Merger of the Two Fastest-Growing Pharmaceutical Companies Will Create "The Strongest, Most Dynamic Pharmaceutical Company in the World"

NEW YORK, November 4 -- Pfizer Inc (NYSE: PFE) today announced that it has made an offer to acquire all of the outstanding shares of Warner-Lambert Company (NYSE: WLA) in a merger transaction at a price valued at $96.40 per share, or $82.4 billion. The proposed transaction represents a 30% premium over the last month's average closing price of Warner-Lambert stock.

Since 1997, the two companies have partnered in a highly-successful marketing alliance for Lipitor, one of the most widely prescribed cholesterol-lowering agents in the world. Pfizer had previously indicated over the past several weeks in correspondence and direct contact with Mr. de Vink its interest in a business combination with Warner-Lambert. Today, however, Warner-Lambert announced an agreement to merge with American Home Products Corp. This agreement terminates a prior standstill provision between Pfizer and Warner-Lambert that Warner-Lambert used to prevent Pfizer from making an offer to acquire Warner-Lambert.

Competitive Advantages of Combination

Mr. Steere noted that the combination would create a company with revenues of $28 billion, and a market capitalization of over $200 billion, with the following advantages:

• Unprecedented depth and breadth of current products and products in development, with little significant overlap or redundancy;
• Combined R&D expenditures of approximately $4 billion, the largest in the industry;
• A strong international presence, with enhanced global reach in all major medical markets;
• Cost savings and efficiencies estimated in excess of $1.2 billion;
• This proposed transaction is expected to be accretive immediately, before one-time restructuring charges;
• Complementary organizations that can fully leverage current operations and opportunities for growth, including both companies' pharmaceutical portfolios and Warner-Lambert's strength in retail and over-the-counter products, which provides a platform for future prescription to OTC switches for both companies.

In a letter sent to Mr. Lodewijk de Vink, chairman and chief executive officer of Warner-Lambert, today, Mr. Steere said: "My Board of Directors and I believe firmly that Pfizer and Warner-Lambert Co. would be a compelling combination and the best possible strategic fit, which would create unprecedented value for all our shareholders. Together, our companies - the two fastest-growing in the industry - would be able to seize a unique opportunity for global pharmaceutical leadership."

Warner-Lambert is a global pharmaceutical, consumer health care and confectionery company. Its cardiovascular drug, Lipitor, is the most prescribed cholesterol-lowering agent in the U.S. Other well known Warner-Lambert brands include Rezulin, Accupril, Listerine, Lubriderm, Schick and Dentyne. In 1999, Warner-Lambert is expected to have sales in excess of $12 billion and spend more than $1.2 billion on research and development.

Pfizer Inc is a research-based global pharmaceutical company that discovers, develops, manufactures and markets innovative medicines for humans and animals. The company reported revenues of over $13.5 billion for 1998, and expects to spend about $2.8 billion on research and development in 1999. The company's Norvasc, Zoloft and Zithromax products all had worldwide sales exceeding $1 billion in 1998.

This press release is not an offer to purchase shares of Warner-Lambert, nor is it an offer to sell any Pfizer common stock which may be issued in a merger involving Warner-Lambert and a subsidiary of Pfizer. Any issuance of Pfizer common stock in any merger involving Warner-Lambert and a subsidiary of Pfizer would have to be registered under the Securities Act of 1933, as amended, and such Pfizer common stock would be offered only by means of a prospectus complying with such Act.

This release contains some forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q, 8-K and 10-K reports to the SEC.