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.
The following script was used for a presentation to investors:
[INTRODUCTION BY GEORGE GROFIC, SALOMON SMITH BARNEY]
Thank you, George -- and good morning, everyone.
It's good to be with you ... and to have this opportunity to discuss the many
and exciting developments at Pfizer.
But ... first, I must make the usual announcement:
"All forecasts and other such forward-looking information in my presentation
today are subject to various operational factors and should be evaluated
together with the many uncertainties that affect our business, as outlined in
our most recent Form 10-K and our periodic reports on Forms 10-Q and 8-K."
My formal comments today will be directed toward two subjects: first -- Pfizer's
strong current performance, as reflected in our third quarter and year-to-date
financial results, and second -- the "newest and most exciting" development at
Pfizer ... our announced acquisition of Pharmacia.
In bringing you up to speed on that initiative, I'd like to:
- review our timetable and forecasts;
- recap the acquisition's significant strategic benefits; and
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- highlight some of the specific ways in which the deal will
enable us to further leverage our industry-leading scale and
expertise.
And then, I'll move directly to your questions.
The solid P&L performance that has characterized Pfizer for the better part of a
decade continued in the first nine months of 2002. Total company revenue grew
10%. Excluding the impact of foreign exchange and a 2001 accounting
harmonization for Medicaid and contract rebates, total company revenue grew 11%,
while human pharmaceutical revenue on this basis grew 12%.
Net income and diluted earnings per share from continuing operations (excluding
the cumulative effect of a change in accounting principle, certain significant
items, and merger-related costs) grew 12% and 14%, respectively.
Human pharmaceutical revenue growth was driven by twelve products, representing
79% of our total human pharmaceutical revenue, that grew a combined 17%.
Our human pharmaceutical business achieved several important milestones in
clinical development, regulatory review, and product performance during the
third quarter:
- The independent steering committee of the ASCOT clinical trial announced
its decision to stop the Lipitor portion earlier than expected because
initial results showed patients receiving Lipitor had significantly fewer
heart attacks and strokes.
- The share of the US NSAID market for Celebrex and Bextra,
Pfizer/Pharmacia's COX-2 franchise, grew to over 24% in September, and
Bextra was recommended for approval by regulatory authorities in Europe.
- Zoloft received enhanced labeling from the FDA for long-term maintenance
treatment of panic disorder and obsessive/ compulsive disorder. Zoloft is
the only SSRI in the U.S. indicated for six mood and anxiety disorders.
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- Successful European launches of Spiriva continued, and the product was
recommended for approval by an FDA advisory committee.
- Viagra continues to gain acceptance, achieving a record 1.4 million total
prescriptions in August. - Geodon continued to demonstrate its efficacy
and safety to physicians in the 24 countries where it is marketed
worldwide. Additional launches of Geodon capsules or Geodon for injection
are expected in 15 countries later this year or in early 2003, and
- Vfend, an important new treatment for acute invasive aspergillosis and
other serious fungal infections, was successfully launched in the U.S. in
August and in six European countries in September.
For 2002, 2003, and 2004, we remain confident in the financial results
previously estimated for Pfizer on a stand-alone basis.
As reconfirmed in our third quarter earnings release -- Pfizer expects full-year
2002 diluted earnings per share of $1.58 (21% growth) ... excluding the
cumulative effect of a change in accounting principle, certain significant
items, and merger-related costs. We also anticipate the year to be characterized
by double-digit revenue growth at current exchange rates, margin improvements,
and continuing investments in product support and in R&D.
And -- for 2002 to 2004 on the same basis, we expect compounded Pfizer
stand-alone annual revenue growth of 11%, growth in net income of 14%, and
growth in diluted EPS of 16%.
And we are working to create an even stronger company with the merger of Pfizer
and Pharmacia. I'm pleased to report that the transaction is proceeding well and
is on schedule.
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Since our joint announcement on July 15th and Pfizer's analyst meeting in New
York two days thereafter -- Pharmacia has completed its spin-off of Monsanto --
a contractual condition of the transaction; and we filed the requisite SEC Form
S-4 on August 14th.
Hank McKinnell and Fred Hassan have chaired worldwide "town meetings" for
employees of both Pharmacia and Pfizer; and we have completed our joint road
show to discuss the acquisition with both companies' largest institutional
investors.
Following the release of 3rd Quarter earnings, our priority is shifting to
securing the customary and necessary governmental and regulatory approvals ...
and soliciting the same from our shareholders. The SEC declared the S-4
effective on October 21. Shareholder votes have now been scheduled for December
6 and December 9 for Pfizer and Pharmacia shareholders, respectively. Our target
remains to close the transaction by the end of this year.
In the interim -- we and Pharmacia have been actively involved in joint
integration planning ....
Our integration planning is off to a quick and effective start -- aided by the
clarity of the opportunities at hand -- plus our shared values, purpose, and
experiences.
We are planning for the post-closing integration by:
- mapping our organizations;
- defining similarities and differences; and
- identifying overlaps and synergies.
But, above all -- together, we're aggressively embracing change ... and reaching
for the many opportunities and the enhanced operating flexibility it promises.
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Given this performance -- we continue to expect the transaction to be
nondilutive to Pfizer's 2003 adjusted diluted earnings per share and accretive
in 2004 and thereafter, excluding the effects of purchase accounting and
merger-related expenses.
Reflecting that financial profile, Standard & Poor and Moody's have confirmed
our "Triple A" debt ratings, keeping us one of only eight industrial companies
so rated.
And we are proceeding with our previously announced expanded and accelerated
program to buy back $16 billion of our stock over 18 months. During the most
recent quarter, we bought back more than $2.7 billion of our stock.
The strategic benefits of the Pharmacia acquisition flow from two principal
sources -- increased top and bottom line growth opportunities ... and the
reduction of operational risks.
Simply stated -- Pfizer and Pharmacia together can advance much further, much
faster, than either of us could do on our own.
And -- together, we can better manage the risks we face.
Greater, faster progress ... better risk management.
That sums up this combination in one sentence.
Shown here are just a few of our potential top- and bottom-line growth
opportunities....
Therapeutic area by therapeutic area, region by region, and in terms of
increased efficiency and effectiveness -- this acquisition makes compelling
strategic sense.
Let me cite a few examples --
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Together, Pfizer and Pharmacia have built an impressive track record in the
COX-2 area -- first with Celebrex, the most successful launch ever in the
pharmaceutical industry ... and followed by the strong introduction of Bextra.
However, we expect the full integration of the COX-2 products into the Pfizer
portfolio to produce increased differentiation from obsolescent NSAIDs and
increased growth through:
- the full alignment of marketing strategies and programs; and
- more focused investments in clinical development projects, including
re-running a better designed GI outcomes study.
Pfizer has long wanted to help patients with cancer.
But -- while we have several promising compounds in the pipeline -- we don't
have products on the market or long-term relationships with the doctors who
treat cancer patients.
Pharmacia brings that on Day One.
Suddenly, we move from wanting to build our oncology expertise to setting our
sights on industry leadership in that therapeutic category.
Conversely -- Pharmacia has a new cardiovascular drug, Inspra, with the generic
name eplerenone - which was recently approved by the FDA.
But -- they face the question: How to market it?
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Fred Hassan and his team were planning to build a cardiovascular sales force
from scratch.
Now -- with Pfizer and Pharmacia together -- that drug will be supported by our
strength in cardiovascular medicines, and patients will benefit.
I can cite dozens of similar complementary strengths ... and resulting
opportunities to shave years off our mutual plans to move toward very specific
targets.
By joining together -- Pfizer and Pharmacia also gain new flexibility in dealing
with the operational risks inherent in our business -- through:
- reduced dependence on any single product;
- diversification into new categories; and
- greater ability to manage patent-loss exposure.
Moreover, we continue to expect substantial cost synergies ... arising from
increased purchasing power, the reduction of operating expenses, and the
rationalization of duplicative functions and facilities.
Our target remains $1.4 billion in synergies in 2003, increasing to $2.2 billion
in 2004, and $2.5 billion in 2005.
The identification of these -- and additional -- synergies will result in
increased operating flexibility for Pfizer -- by providing resources both for
savings and for reinvestment in the products and pipelines of Pfizer and
Pharmacia.
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That increased operating flexibility is vitally important, given the dynamic
nature of our environment ... in which a range of very positive demographic,
medical, and technological factors are offset, in part, by:
- the cost, risk, and difficulty of developing medicines;
- cost and reimbursement pressures; and
- constraints on the distribution of medicines and information.
Completing this merger successfully will be a complex and demanding undertaking.
Nonetheless, we are confident in our ability to execute this integration.
The opportunities are clear and the vision compelling.
We possess both the will and the means.
And -- from the Warner-Lambert merger, we know how to proceed and have
experienced teams in place.
We are equally confident in our ability to leverage the scale, leadership, and
expertise created by that integration.
Today, eight of the 30 top-selling global pharmaceutical products are Pfizer's.
These eight Pfizer products plus a ninth -- Diflucan -- are expected to achieve
more than a billion dollars in revenue to Pfizer during 2002, including four
with more than two billion, two with more than three billion, and one with more
than seven billion dollars. And given the continuing growth and relative youth
of these products, the large potential of newly launched products like Bextra,
and the addition of Pharmacia's portfolio of young, growing products, including
Xalatan and Detrol, the future looks bright indeed.
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This expanded portfolio should help sustain strong future revenue growth ...
especially when coupled with Pfizer's field sales organization -- which has been
recognized for the past seven years for its industry-leading quality and
productivity.
Moreover, the enhanced scale, leadership, and expertise --resulting from the
acquisition -- should be very useful in maximizing the impact and promise of
recently launched Company programs ... such as the already highly successful
Pfizer for Living Share Card, which:
- offers to low-income uninsured American seniors prescriptions for
any Pfizer product for a flat $15 fee per month;
.... and our Medicaid initiative with the State of Florida -- an innovative
public-private collaboration targeting 50,000 patients suffering from chronic
diseases.
There is a similar potential for leveraging scale and expertise in the area of
research and development....
Our current stand-alone pipeline of 87 new molecular entities and 64 product
enhancement projects, for a total of 151 ongoing programs, gives Pfizer the
unprecedented prospect of targeting 15 new product filings during the next five
years.
And -- with the acquisition of Pharmacia, that filing target will increase to 20
products during the next five years!
Pharmacia has numerous late-stage candidates waiting in the wings, spanning a
diverse range of therapeutic categories.
Moreover, their pipeline complements ours in many important areas.
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And -- their expertise will help guide and build our research activity in areas
like oncology, ophthalmology, and endocrine disorders ...
.... while facilitating existing joint research efforts ... such as the expansion
of the COX-2 platform into therapeutic categories beyond inflammation and pain.
Given the concerns that some investors have voiced about the value of scale in
R&D, let me reassure you about both our sensitivity to that issue ... and our
subsequent approach to integrating Pharmacia's research programs.
We see discovery as entrepreneurial innovation -- for which increased scale can
pose problems, if not properly handled. As such, Pfizer has shaped its discovery
operations -- though large in size -- to be site-centered, collegial,
interactive, and opportunistic.
On the other hand, we see development as a global industrial activity -- for
which increased scale has clear advantages.
Pharmacia's R&D will be folded in consistent with these perceptions ... so that
we maximize the benefits of increased scale while avoiding potential negatives.
The new Pfizer will be stronger and perform at a higher level than either
company by itself. For the combined entity -- we continue to expect revenues to
grow on a compound annual basis by 10% to nearly $58 billion in 2004.
Adjusted 2002 net income, on an adjusted basis, should be $11.9 billion, growing
on a compound annual basis by 19% in 2004 to nearly $17 billion.
Adjusted diluted earnings per share remain estimated at $1.84 for 2003 and $2.18
for 2004.
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I should note that "adjusted EPS" excludes the income-statement effects produced
by purchase accounting ... which are discussed in detail in our S-4 and most of
which do not impact cash flow.
And I'd like to conclude with a pair of powerful slides that illustrate Wall
Street's consensus perceptions of the strength and anticipated evolution of the
major drug portfolios of companies within the industry.
This slide plots companies' portfolios of forecasted 2005 major prescription
drugs by their relative youth on the x axis -- with the younger on the left --
and by their relative size on the y axis -- with the largest portfolios at the
top. As you can see, Wall Street projects that by 2005, the current Pfizer,
without Pharmacia, will continue to have a portfolio of major pharmaceuticals
that is relatively young and by far the largest in the industry. And what does
Wall Street expect the acquisition of Pharmacia will produce?
The answer, as you can see, is a drug portfolio that is even younger, as our
circle moves to the left, and one that even further differentiates Pfizer from
the rest of the industry in size and breadth of product offerings.
* * *
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
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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 have filed 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.
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