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Pfizer, Inc.
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Pharmacia Corporation
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The following article was posted on Pharmacia's web site.
The Pharmacia Acquisition and Pfizer's Consumer Healthcare Business
Maurice Renshaw, the head of Pfizer Consumer Healthcare,says combining with
Pharmacia will bring together two of the world's fastest growing global consumer
healthcare businesses.
MORRIS PLAINS, New Jersey - What does the Pharmacia deal mean to CHC? Will it
allow you to fulfill your mission of becoming the fastest growing global
consumer healthcare business?
Pfizer's acquisition of Pharmacia would bring together two of the world's
fastest growing global consumer healthcare businesses. For the first half of
this year, Pfizer Consumer Healthcare (CHC) was number one in growth, with
Pharmacia a close second. Both businesses have as their mission to attain and
sustain market-leading growth. The addition of Pharmacia also would put Pfizer
in the number three spot in global sales, behind Johnson & Johnson and Procter &
Gamble. What's more interesting to me than the scale of the business is that
Pharmacia adds geographic presence in important areas, including Western Europe
- particularly the Nordic region - and Japan. This fits nicely with our
strategic plan, which calls for a stronger position in key global regions.
What are some of Pharmacia's most important consumer products? Do they fit well
with CHC's portfolio?
Pharmacia will bring in two heavyweight global healthcare brands -
Nicorette/Nicotrol, for smoking cessation, and Rogaine, for hair re-growth.
Again, this is a nice fit, since we do not now compete in either of these
categories. In fact, Pharmacia's products overall represent a very strong
strategic fit.
CHC has performed very strongly thus far in 2002. Does this transition threaten
to throw you off course? How will you ensure a continued focus on performance
and innovation?
Right now, Pharmacia is the only other business in the global consumer
healthcare industry growing anywhere near as fast as we are, so it doesn't throw
us off course at all. To the contrary, the prospect of new global brands and
categories, geographic expansion, and upside marketing opportunities should
accelerate planned growth in coming years. I'm glad you mention innovation,
since it is the Pfizer Value that we have put the most emphasis on at CHC. When
I look at the creative new product ideas that our marketing and R&D colleagues
are developing right now, and put that together with the prospect of the
Pharmacia acquisition, I'm very excited about the future of our business.
You came to Pfizer through the Warner-Lambert acquisition. What are some of the
keys to a successful transition from your perspective?
The objective is to design the best organization to sustain our market leading
growth rates. This requires an intense period of planning, including a detailed
analysis of capabilities, brands, and business operations. Once we've got the
critical shareholder and regulatory approvals, we are committed to move with a
sense of urgency to complete the integration in a timely manner.
Speed and decisiveness are key. People want clarity, and the sooner things are
resolved, the easier it is to get the organization focused back on the business.
Transparency and communication are also critical. Again, it's a matter of
letting people know where the process stands and how it will proceed so they can
make informed decisions. Treating people with respect isn't just a matter of
feeling concern, it's a matter of demonstrating that concern by giving
colleagues the information they need to make the right decisions for the
business and for themselves.
Even after the acquisition, CHC will be a $3.5 billion business in a $48 billion
company. What are the keys to success for a smaller division like yours to make
its mark at Pfizer?
We have to achieve our mission of industry-leading growth. That's a fact of life
for a consumer business in the world's #1 pharmaceutical company. Going beyond
our annual profit growth targets also is critical to our success. That said, we
bring important strengths to the table that make us a valuable strategic asset
to Pfizer.
With our worldwide scope, we have the ability to take some of Pfizer's
billion-dollar prescription products over the
counter (OTC) at the appropriate time. Once a prescription product goes off
patent, it still has the potential to earn very substantial returns. In this
respect, a globally strong CHC is critical to long term optimization of Pfizer's
assets. And an OTC brand can keep delivering sales and profits. Look at
Listerine... growing in double digits, and primed to become CHC's first ever
billion-dollar brand, in well over its hundredth year.
Over time, I'm sure you will see our collaboration with both PPG [Pfizer
Pharmaceuticals Group] and PGRD [Pfizer Global Research & Development] continue
to grow, especially as we continue to expand into new markets and new
categories. An interesting area where we're currently collaborating with R&D is
"naturaceuticals" - effective natural products that might be difficult to
develop as an Rx molecule, but might come to market relatively quickly under OTC
or food supplement regulations.
We have also become more agile. We are able to experiment in many areas, such as
the inclusion of leadership behaviors into our formal performance management
assessment program in 2001.
Overall, I think CHC has relevance to the rest of the company. We sometimes can
be a pioneer, an early adopter of new strategies and technologies, a test bed
for new ideas. One small example - a web-based software program we're now using
to foster innovation, which allows potentially thousands of colleagues, rather
than only those involved in a particular line of business, to participate in
developing new product ideas, or other innovations. We brought that from
conception to implementation in just three months.
CHC is one of the most innovative businesses in the consumer healthcare
industry. To me, we've got all the qualities of a great Pfizer business.
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SAFE HARBOR STATEMENT
Certain statements contained in this document are "forward-looking statements"
provided under the "safe harbor"
protection of the Private Securities Litigation Reform Act of 1995. These
statements are made to enable a better understanding of the Company's business,
but because these forward-looking statements are subject to many risks,
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anticipated financial or operating results, financial projections, business
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anticipated regulatory filings and approvals, and other matters that are not
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These forward-looking statements are based on the information that was currently
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reasonable by the Company, at the time when the statements were made. The
Company does not undertake any obligation to update any forward-looking
statements in any communications of the Company, whether as a result of new
information, future events, changed assumptions or otherwise, and all such
forward-looking statements should be read as of the time when the statements
were made, and with the recognition that these forward-looking statements may
not be complete or accurate at a later date.
Many factors may cause or contribute to actual results or events being
materially different from those expressed or implied by such forward-looking
statements. Although it is not possible to predict or identify all such factors,
they may include the following: competition for our products; pharmaceutical
pricing, price constraints and other restrictions on the marketing of products
imposed by governmental agencies or by managed care groups, institutions and
other purchasing agencies; product discovery and approval; product recalls or
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guidelines; the company's ability to secure and defend its intellectual property
rights; product liability claims, antitrust litigation, environmental concerns,
and commercial disputes; social, legal, political and governmental developments;
changes in foreign currency exchange rates or in general economic or
business conditions including inflation and interest rates; acquisitions,
divestitures, mergers, restructurings or strategic initiatives that change the
Company's structure; business combinations among the Company's competitors and
major customers; changes to accounting standards or GAAP.
Readers are also urged to carefully review and consider the disclosures in
Pharmacia's various Securities and Exchange Commission ("SEC") filings,
including but not limited to Pharmacia's Annual Report on Form 10-K for the year
ended December 31, 2001, and Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002.
This release may be deemed to be solicitation material in respect of Pfizer's
proposed merger with Pharmacia. On August 14, 2002, Pfizer filed a registration
statement on Form S-4, containing a preliminary joint proxy statement/prospectus
for Pfizer and Pharmacia, with the SEC. Pfizer will file an amendment to the
registration statement, including a definitive joint proxy statement/prospectus
constituting a part thereof, and other documents with the SEC in connection with
the proposed merger. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT CONTAINING THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
securityholders will be able to receive the preliminary joint proxy
statement/prospectus constituting a part of Pfizer's registration statement on
Form S-4, the definitive versions of these materials (when they become
available) and other documents free of charge at the SEC's web site,
www.sec.gov. Investors and securityholders will also be able to receive the
definitive version of the joint proxy statement/prospectus constituting a part
of Pfizer's registration statement and other documents free of charge from
Pharmacia Investor Relations at 100 Route 206 North, Peapack, New Jersey 07977.
Pharmacia and its directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding the
interests of Pharmacia's directors and executive officers in the proposed merger
is set forth in the preliminary joint proxy statement/prospectus constituting a
part of Pfizer's registration statement, filed on August 14, 2002, and will be
set forth in an amendment to the registration statement
to be filed with the SEC, including the definitive joint proxy
statement/prospectus constituting a part thereof, that will be sent to Pharmacia
shareholders.