Pfizer battles Warner-Lambert

February 1, 2000

Pharmaceutical Representative

New York-based Pfizer Inc. is asking the shareholders of Warner-Lambert to vote to remove the current Warner-Lambert board of directors and replace it with seven executives that Pfizer has selected, "none of whom have any past or present affiliation with Pfizer," according to Pfizer.

New York-based Pfizer Inc. is asking the shareholders of Warner-Lambert to vote to remove the current Warner-Lambert board of directors and replace it with seven executives that Pfizer has selected, "none of whom have any past or present affiliation with Pfizer," according to Pfizer.

The filing came only a few days after Warner-Lambert's board of directors sent a letter to the Warner-Lambert shareholders explaining their reasons for continuing with the AmericanWarner deal.

"AHP was at the top of the list, and the clear first choice, based on a comparative assessment of a number of criteria, including expansion and strengthening of therapeutic area focus, building and strengthening of a technology platform, strengthening of the overall pipeline (particularly near term), continued building of an [over-the-counter] presence and expected ease of integration," the letter stated. "A transaction with AHP, we concluded, would not only enhance Warner-Lambert's growth potential based on Warner-Lambert's highly successful growth strategy, but would ensure that our shareholders would have a very large participation in that value creation."

However, Pfizer disagreed.

Immediately after Pfizer filed with the Securities and Exchange Commission, American Home Products issued a strongly worded statement defending the Warner-Lambert board. "Warner-Lambert's board, with nine independent directors out of 10, has created more than $50 billion of value for Warner-Lambert's shareholders in the last five years," read AHP's statement. "Pfizer's outrageous and self-serving attempt to remove this experienced and successful board and install their own hand-picked representatives (who are being fully indemnified and supported by Pfizer) is hardly in the best interest of Warner-Lambert shareholders." PR

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