Filed by Pfizer Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rule 14a-12
of the Securities Exchange Act of 1934
Commission File No: 001-02516
Subject Company: Pharmacia Corp.
Articles from Pfizer newsletter disseminated to Pfizer employees through its
internal intranet:
ON THE ROAD: PFIZER EXECUTIVES MEET OUR LARGEST INVESTORS
AUGUST 27, 2002
KEEPING STRONG TIES WITH INSTITUTIONAL INVESTORS WHO OWN LARGE BLOCKS OF STOCK
CAN BE INVALUABLE FOR ANY COMPANY -- ESPECIALLY ONE INVOLVED IN THE YEAR'S
LARGEST ACQUISITION. TO ENSURE THAT THIS CRITICAL AUDIENCE REMAINS AS INFORMED
AND ENTHUSIASTIC AS POSSIBLE ABOUT THE PHARMACIA ACQUISITION, PFIZER SENIOR
MANAGEMENT IS CONDUCTING A "ROAD SHOW" THAT IS TAKING THEM TO MAJOR FINANCIAL
CENTERS THROUGHOUT THE UNITED STATES AND EUROPE.
HEADQUARTERS -- One aspect of Pfizer's mission is to become the world's most
valued company to investors -- a tall order during a brutal bear market in which
many investors have lost faith in publicly traded companies altogether. Now more
than ever, the key to success for companies looking to satisfy investors is to
meet their expectations -- not just in terms of "the numbers," but also in terms
of frequent and candid communications.
Pfizer has nearly 2.5 million shareholders, but a large majority of our shares
are owned not by individuals, but by a relatively small number of institutions,
primarily mutual funds and pension funds. Their decision to buy, sell, or hold
large blocks of Pfizer shares puts them in a unique position to influence the
overall direction of our stock price. Keeping such investors apprised of major
developments, therefore, is not merely polite, it makes good business sense as
well.
Toward that end, senior Pfizer leaders -- often accompanied by Pharmacia CEO
Fred Hassan -- have been spending a good part of their time since the Pharmacia
acquisition was announced on a "road show" designed to build an understanding of
and enthusiasm for the deal among institutional investors, many of which also
own large amounts of Pharmacia shares. To date, the road show has traveled to
six major cities, including London, New York, Boston, and Chicago. Meetings have
been held with such well-known firms as Fidelity Investments, Alliance Capital,
U.S. Trust, Smith Barney Asset Management, Morgan Stanley Investment Management,
Janus, and Invesco.
Jim Gardner, vice president for Investor Relations, says that reaching out to
our large shareholders is nothing new for Pfizer. In the early 1990s, Pfizer was
one of the first companies to establish a department dedicated to corporate
governance, helping to build strong ties with institutional investors. These
ties proved invaluable in 1999, when Pfizer outbid American Home Products for
Warner-Lambert, and they have been indispensable again during the current bear
market in which institutional investors have punished big-name companies they no
longer trust.
"Even though Pfizer shares have been pulled down with the rest of the market
over the past 12-18 months, the amount of our stock held by large institutional
investors has held steady during that time -- an indication that we have earned
their confidence and support," Gardner says. Ron Aldridge, senior director of
Investor Relations, who has been working with Gardner to organize the road show
and has attended every meeting, says the Pharmacia acquisition has been greeted
with enthusiasm.
"We've been extremely pleased at the positive reception we've received," he
says. "These investors have entrusted us with a great deal of their money and we
have an obligation to keep them as informed as possible."
The positive reception that the Pfizer-Pharmacia deal has received from
investors stands in stark contrast to the skepticism that has greeted other
recent high-profile combinations, such as Hewlett Packard-Compaq and AOL-Time
Warner. Indeed, Pfizer shares, which declined immediately following news of the
Pharmacia deal, have since rallied and are now trading above where they were on
the day of the announcement.
A COMPELLING CASE
The road show meetings can take the shape of formal presentations or more casual
conversations around a conference room table. No matter the format, the central
message being delivered by our leaders is clear -- Pfizer's acquisition of
Pharmacia will broaden our scope, providing us with numerous new top- and
bottom-line growth opportunities, while reducing our exposure to risk at a time
when risk seems to be a concern throughout our industry. (The Cafe plans to
explore these ideas in greater detail in coming weeks.
Additionally, senior management will be conducting "town hall meetings" with
Pfizer and Pharmacia colleagues in September to further explain the benefits of
the acquisition.)
As you might expect, the majority of time at these meetings is spent answering
investors' questions. Here are some of the most common ones:
- What must be done to ensure the sustained growth of Celebrex
and Bextra? Pfizer has said that it intends to do additional
studies designed to more clearly demonstrate the safety and
efficacy of Celebrex and Bextra as arthritis and pain
treatments. Furthermore, we will continue to search
aggressively for new indications for these medicines, ranging
from retinopathy to colon and other cancers.
- How does the acquisition assist your efforts to maintain and
sustain R&D productivity levels? Pfizer had already announced
plans to file 15 new drugs for regulatory approval over the
next five years. With Pharmacia, Pfizer now plans to file 20
new drug applications during this time period -- a pace that
far outstrips any other pharmaceutical company. Pfizer's
late-stage pipeline will be enhanced by promising Pharmacia
compounds that include eplerenone, a new category of treatment
for cardiovascular diseases; parecoxib, the first injectable
COX-2 inhibitor; and CDP-870 for rheumatoid arthritis.
- How are you approaching integration planning? Pfizer and
Pharmacia have been working closely together to ensure a
smooth and swift transition process, calling upon the
knowledge that both companies have gained from previous merger
and acquisition experiences. The transition will be line
driven. Transition teams covering major businesses and
divisions have been formed, and they have already initiated a
transition planning process.
Additional road show meetings are scheduled to take place over the next few
months, with a goal of reaching the 30 largest investors (excluding index funds)
in both Pfizer and Pharmacia. Pfizer hopes to complete the deal by the end of
the year.
CONVERSATION AT THE CAFE: MAURICE RENSHAW ON WHAT THE PHARMACIA ACQUISITION WILL
MEAN FOR PFIZER'S CONSUMER HEALTHCARE BUSINESS
AUGUST 27, 2002
PFIZER CONSUMER HEALTHCARE (CHC) HAS BEEN ON A ROLL LATELY. THE CAFE SAT DOWN
WITH CHC PRESIDENT MAURICE RENSHAW TO LEARN MORE ABOUT A COMBINATION THAT 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 and PGRD
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.
* * * *
Safe Harbor Statement
This release contains certain "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectation and are naturally subject to uncertainty and
changes in circumstances. Actual results may vary materially from the
expectations contained herein. The forward-looking statements contained herein
include statements about future financial operating results and benefits of the
pending merger between Pfizer Inc. and Pharmacia Corp. Factors that could cause
actual results to differ materially from those described herein include: the
inability to obtain shareholder or regulatory approvals; actions of the U.S.,
foreign and local governments; the inability to successfully integrate the
businesses of Pfizer Inc. and Pharmacia Corp.; costs related to the merger; the
inability to achieve cost-cutting synergies resulting from the merger; changing
consumer or marketplace trends: and the general economic environment. Neither
Pfizer Inc. nor Pharmacia Corp. is under any obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events, or otherwise.
We urge investors to read the Proxy Statement/Prospectus and any other relevant
documents that Pfizer Inc. and Pharmacia Corp. have filed and will file with the
Securities and Exchange Commission because they contain important information.
Pfizer and Pharmacia will file a proxy statement/prospectus and other relevant
documents concerning the proposed merger transaction with the SEC. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain the documents free of charge at the
website maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Pfizer free of charge by requesting them in
writing from Pfizer Inc., 235 East 42nd Street, New York, New York 10017,
Attention: Investor Relations, telephone: (212) 573-2668. You may obtain
documents filed with the SEC by Pharmacia free of charge by requesting them in
writing from Pharmacia Investor Relations, Route 206 North, Peapack, New Jersey
07977, or by telephone at (908) 901-8000.
Pfizer and Pharmacia, and their respective directors and executive officers and
other members of their management and employees, may be deemed to be
participants in the solicitation of proxies from the stockholders of Pfizer and
Pharmacia in connection with the merger. Information about the directors and
executive officers of Pfizer and their ownership of Pfizer shares is set forth
in the proxy statement for Pfizer's 2002 annual meeting of shareholders.
Information about the directors and executive officers of Pharmacia and their
ownership of Pharmacia stock is set forth in the proxy statement for Pharmacia's
2002 annual meeting of stockholders. Investors may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus when its becomes available.