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EXHBIT 99.1
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A MESSAGE TO WARNER-LAMBERT SHAREHOLDERS:Rhetoric vs. Reality |
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On December 2,* your Board claimed: |
But the facts are: |
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1. Despite the fact that the AHP deal is currently priced at $13 a share or a 15% discount to the Warner-Lambert price as of December 6, it represents "a very valuable opportunity..." |
Pfizer has made a superior offer representing a premium of $13 a share or 18%, compared to American Home Products, as of December 6. |
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2. The AHP agreement is a "merger of equals" and somehow not an acquisition of Warner-Lambert by AHP. |
AHP will acquire 100% of Warner-Lambert
securities at a price significantly below today's market price. |
| 3. Before the AHP deal was announced, Pfizer "could have come forward with a real proposal..." |
Pfizer was unable to make the superior proposal it sought to make because Warner-Lambert hid behind the standstill agreement. |
| 4. Pfizer's
proposal has "self-imposed" conditions that cannot be met - in other words,
it's Pfizer's fault. |
Your present Board put onerous conditions in place to protect the inferior AHP deal. |
| 5. The
defensive provisions in the AHP deal just place "some constraint" on third
party interest and somehow are "for the benefit of Warner-Lambert shareholders." |
These blatantly coercive provisions are: a $2 billion break-up fee; options to block anyone but AHP from using pooling accounting; a lock-up period until November 2000; and a dead hand "poison pill" that works against anyone but AHP. |
| 6. Your
Board believes a combination with AHP would "enhance Warner-Lambert's...
potential."
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Warner-Lambert shareholders are better off with Pfizer based on all key financial measures. In fact, AHP actually hurts Warner-Lambert's financial performance. Worse still, AHP is the defendant in mass tort litigation which could lead to substantial unexpected liabilities borne by Warner-Lambert shareholders. |
We will be doing everything we can do to enable you to cut through the Warner-Lambert rhetoric and take advantage of a superior offer from Pfizer. |
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[PFIZER LOGO]
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| * December 2 letter from Warner-Lambert Board of Directors to Warner-Lambert Shareholders. |
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