Fwd: Pfizer to acquire Warner-Lambert in $90 billion deal

From: Michele Gale-Sinex (mgs@rprogress.org)
Date: Mon Feb 07 2000 - 13:50:36 EST


Howdy, all--

The food/ag stuff appears throughout in this AP wire story about the
Pfizer/Warner-Lambert deal. Note especially the items on the agrochemical
industry, starting about 2/3 way down.

peace
mish

~~~~~~~~~~~~~~~~~~~~~~~~~~~~

> Pfizer to acquire Warner-Lambert in
> $90 billion deal
>
> NOELLE KNOX, AP Business Writer
>
> Monday, February
> 7, 2000
> Breaking News
> Sections
>
> (02-07) 05:25 PST NEW YORK (AP) -- Pfizer
> Inc. is buying Warner-Lambert Co. for $90 billion
> in stock, creating the world's second largest
> pharmaceutical company and ending a bruising
> three-month takeover battle.
>
> The combined company's medicine cabinet includes
> the impotence treatment Viagra and Lipitor, the
> blockbuster cholesterol fighting drug.
>
> The deal announced today marks the end of a
> takeover fight that started in November when
> Warner-Lambert announced a $58.3 billion merger
> with its New Jersey neighbor American Home
> Products Corp. Pfizer promptly indicated it was
> interested in Warner-Lambert.
>
> American Home Products will be paid $1.8 billion
> -- the largest breakup fee in history -- to sever its
> contract with Warner-Lambert.
>
> American Home Products, which makes the
> hormone replacement drug Premarin, decided not
> to wage a lengthy and expensive court battle to stop
> Pfizer, according to a person involved in the deal.
>
> American Home Products could use the windfall as
> a cushion against larger-than-expected verdicts or
> settlements related to its fen-phen diet drug
> combination, which has been linked to heart valve
> problems. The company has already set aside $4.7
> billion for such claims.
>
> The combined Pfizer-Warner-Lambert will have
> annual revenues of approximately $28 billion,
> including $21 billion in prescription drug sales, the
> companies said.
>
> With the combination, ``we are positioned for
> global leadership in the discovery of new medicines
> that will benefit millions of patients around the
> world,'' said William C. Steere Jr., chairman and
> chief executive of Pfizer. He will retain those titles at
> the combined company.
>
> But while Pfizer won its hostile bid for
> Warner-Lambert, relations between the top
> executives are anything but friendly.
>
> Warner-Lambert's chairman and chief executive
> officer, Lodewijk J.R. de Vink, will leave the
> company after the deal closes, the statement said.
>
> De Vink, 54, who joined Warner-Lambert in 1988,
> became chairman and chief executive officer in
> April. Under the company's golden parachute plan,
> de Vink's will get three years' salary and bonus, and
> his stock options have a market value of $245
> million, based on Pfizer's offer.
>
> De Vink won't be the only one out of a job. Pfizer
> also is expected to cut hundreds of jobs -- most of
> them from Warner-Lambert -- from their combined
> work force of 87,400 as the two companies unite
> their sales and research teams as well as consolidate
> administration jobs.
>
> Those job cuts will be part of the company's
> estimated $1.6 billion in cost savings by 2002.
>
> The combined company will keep Pfizer's name and
> headquarters in New York. Warner-Lambert's
> headquarters in Morris Plains, N.J., will become the
> base for the consumer products division, which will
> include household names like Listerine, Rolaids,
> Bain de Soleil and Visine.
>
> The newly merged company will have profits of
> $4.9 billion and a research budget of $4.7 billion.
> Still, the new-and-improved Pfizer will control only
> about 6.3 percent of the world's medicine market,
> assuaging most antitrust concerns.
>
> This is the third pharmaceutical takeover as many
> months. Last month, Glaxo Wellcome PLC struck a
> $76 billion deal to acquire SmithKline Beecham
> PLC to become the world's largest pharmaceutical
> company. In December, Pharmacia & Upjohn Co.
> announced a $27 billion merger with Monsanto Co.
>
> And the trend likely will continue.
>
> American Home Products is expected to find
> another partner soon. The company is expected to
> sell its agricultural chemical business, making it a
> more attractive takeover target.
>
> The agricultural division, American Cyanamid, is
> expected to fetch about $3 billion. Prospective
> buyers include Dow Chemical Co., E.I. Dupont De
> Nemours & Co. and in Europe, Bayer AG and
> BASF AG.
>
> Under the terms of Pfizer's deal with
> Warner-Lambert. Pfizer will issue 2.75 shares of its
> stock, worth about $98.31 based on Friday's
> closing price, for each share of Warner-Lambert.
>
> Warner-Lambert shareholders will own 39 percent
> of the combined company and have up to nine seats
> on the company's board, which would increase the
> size of the board to 24.

Michele Gale-Sinex
Communications Director
Redefining Progress
One Kearny St., fourth floor
San Francisco, CA 94108
Phone: 415-781-1191
Fax: 415-781-1198
http://www.rprogress.org

I prefer a rude vigor to a common banality. --Utah Phillips

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