SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Confidential, for Use of the
[_] Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Pfizer, Inc.
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(Name of Registrant as Specified In Its Charter)
Pharmacia Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
The following email was sent to Pharmacia employees and posted on Pharmacia's
intranet on October 7, 2002.
2002 October 7
Pfizer Will Respond to FTC's Request for Additional Information
[The following message is based on an October 4 Pfizer news release]
Pfizer received an anticipated Request for Additional Information (Second
Request) from the Federal Trade Commission (FTC) on Thursday, October 3, the
company announced Friday, October 4. Pfizer is continuing to cooperate fully
with the FTC and, given the nature of the inquiries, we should be able to
address their questions promptly.
Pfizer also said that it continues to target regulatory approvals and closing of
the Pharmacia acquisition by year's end.
Since the Pharmacia acquisition was announced on July 15, Pfizer has made
significant progress in transition planning with more than 100 teams engaged in
the process across all business divisions and functions on a global basis. The
leadership of these teams includes both Pfizer and Pharmacia personnel. Pfizer
characterized the working relationship between the two companies during the
transition process as highly cooperative.
Pfizer has scheduled a shareholder meeting December 6 to discuss and vote on the
proposed acquisition. Pharmacia has announced a meeting for its shareholders to
take place December 9. Both meetings will be held in Wilmington, Delaware.
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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, uncertainties, future developments and changes over time,
actual results may differ materially from those expressed or implied by such
forward-looking statements. Examples of forward-looking statements are
statements about anticipated financial or operating results, financial
projections, business prospects, future product performance, future research and
development results, anticipated regulatory filings and approvals, and other
matters that are not historical facts. Such statements often include words such
as: "believes," "expects," "anticipates," "intends," "plans," "estimates" or
similar expressions.
These forward-looking statements are based on the information that was currently
available to the Company, and the expectations and assumptions that were deemed
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
withdrawals; manufacturing quality issues with respect to our products;
compliance with Current Good Manufacturing Practices and other quality assurance
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 September 30, 2002, Pfizer filed an amended
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 is
incorporated by reference in the amended registration statement on Form S-4,
containing a preliminary joint proxy statement/prospectus for Pfizer and
Pharmacia, filed with the SEC on September 30, 2002 by Pfizer, 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.