SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
8-K
CURRENT REPORT
Pursuant to Section 13 or 15d) of the
Securities Exchange Act of 1934
Date of Report (Date of Event Reported): May 17, 1999
AGOURON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
California 0-15609 33-0061928
(State or other jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification
Number)
10350 North Torrey Pines Road
La Jolla, California 92037
(Address of principal executive offices)
(619) 622-3000
(Registrant's telephone number, including area code)
<PAGE>
Item 1. Changes in Control of Registrant.
The merger (the "Merger") of WLC Acquisition Corporation, a
California corporation and a wholly-owned subsidiary of Warner-Lambert Company,
a Delaware corporation ("Warner-Lambert"), into Agouron Pharmaceuticals, Inc., a
California corporation (the "registrant" or "Agouron") was consummated on May
17, 1999. As a result of the Merger, each outstanding share of Agouron Common
Stock will be converted into shares of common stock, par value $1.00 per share,
of Warner-Lambert ("Warner-Lambert Common Stock") at an exchange rate equal to
0.8934. Each outstanding option for shares of Agouron Common Stock will be
converted into options for the number of shares of Warner-Lambert Common Stock
that would have been received if such options and warrants had been exercised
immediately prior to the Merger.
The terms of the Merger were described in the Proxy Statement
included in Agouron's Schedule 14A filed with the Securities and Exchange
Commission on April 19, 1999, and are incorporated herein by reference.
A copy of the press release, dated May 17, 1999, issued by
Warner-Lambert and Agouron, relating to the above-described transaction is
attached as an exhibit to this report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of
January 26, 1999, among Warner-Lambert, WLC
Acquisition Corporation and Agouron (incorporated by
reference to Annex A to the Proxy Statement included
in Agouron's Schedule 14A filed with the Securities
and Exchange Commission on April 19, 1999).
99.1 Press release of the registrant, issued May 17, 1999,
regarding Merger.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 17, 1999
AGOURON PHARMACEUTICALS, INC.
By: /S/
Peter Johnson
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of January 26,
1999, among Warner-Lambert, WLC Acquisition Corporation
and Agouron (incorporated by reference to Annex A to
the Proxy Statement included in Agouron's Schedule 14A
filed with the Securities and Exchange Commission on
April 19, 1999).
99.1 Press release of the registrant, issued May 17, 1999,
regarding the Merger.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
WARNER-LAMBERT
Media Contact: Investor Relations Contact:
Carol Goodrich (973) 540-3620 George Shields (973) 540-6916
John Howarth (973) 540-4874
AGOURON
Media Contact: Investor Relations Contact:
Joy Schmitt (619) 622-3220 Donna Nichols (619) 622-3009
WARNER-LAMBERT AND AGOURON PHARMACEUTICALS, INC.
CLOSE MERGER VALUED AT $2.1 BILLION
MORRIS PLAINS, NJ, & LA JOLLA, CA, May 17, 1999 - Warner-Lambert Company (NYSE:
WLA) and Agouron Pharmaceuticals, Inc. (Nasdaq: AGPH), today confirmed that they
have received the necessary shareholder and regulatory approvals to complete the
closing of Warner-Lambert's acquisition of Agouron. Agouron shareholders
overwhelmingly supported the merger with over 98 percent of the total votes cast
voting for its approval. Valued at $2.1 billion in Warner-Lambert stock, the
transaction will be non-dilutive to Warner-Lambert's future earnings, accounted
for as a pooling of interests and qualify as a tax-free exchange.
Under the terms of the acquisition, each share of Agouron common stock
will be exchanged for 0.8934 share of Warner-Lambert common stock. The exchange
ratio was based on the average closing price of Warner-Lambert common stock from
April 30 to May 13, 1999. Agouron shareholders holding Agouron stock
certificates will receive written instructions for exchanging such certificates
for Warner-Lambert common shares on or about May 26, 1999.
Lodewijk J.R. de Vink, Warner-Lambert chairman, president and chief
executive officer, said, "The closing of this acquisition represents a new era
for Warner-Lambert and is further evidence of our commitment to maintain our
position among the fastest growing companies in the pharmaceutical industry. As
we said in January, this acquisition is consistent with our long-term strategy
to supplement our internally generated growth with creative alliances. We look
forward to working closely with our new colleagues from Agouron and together
shaping a common destiny of scientific excellence in the pursuit of critically
needed new therapies."
Peter Johnson, Agouron's president and CEO said, "We are pleased that
Agouron's shareholders concurred with our Board in concluding that this
transaction will maximize our long-term ability to bring forward new drugs for
patients and will enhance our capabilities to gain global reach in development
and commercialization of our products. This is particularly important to us with
several new product launches anticipated in the next few years. Warner-Lambert
and Agouron now have the ability to meld our scientific strengths and, together,
enhance our drug discovery capabilities."
Warner-Lambert is a worldwide company devoted to discovering,
developing, manufacturing, and marketing quality pharmaceutical, consumer health
care, and confectionery products. Warner-Lambert employs more than 40,000 people
worldwide.
Agouron, a wholly owned subsidiary of Warner-Lambert Company, is an
integrated pharmaceutical company engaged in the discovery, development and
commercialization of drugs for treatment of cancer, viral diseases, and diseases
of the eye. Agouron employs more than 1000 people of whom approximately 700 are
engaged in research and development.
This press release may contain forward-looking statements or
predictions. These statements represent our judgment as of this date and are
subject to risks and uncertainties (including those associated with regulatory
approvals and the impact of competitive products) that could cause the actual
results to differ materially. Important factors concerning these risks are
discussed in Agouron's Form 10-K for the fiscal year ended June 30, 1998 and
Warner-Lambert's Form 10-K/A for the fiscal year ended December 31, 1998
currently on file with the Securities and Exchange Commission. Agouron and
Warner-Lambert undertake no obligation to publicly release the result of any
revisions to such forward-looking statements which may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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