Agreement Subject to Regulatory Approval in U.S. and Canada, and the Closing of the Pfizer/Wyeth Transaction, Among Other Things
Pfizer/Wyeth Transaction Expected to Close Early in the Fourth Quarter 2009
(BUSINESS WIRE)--Pfizer Inc (NYSE: PFE) and Wyeth (NYSE: WYE) today announced that they have entered into an agreement with Boehringer Ingelheim to divest certain animal health assets in connection with the regulatory approval process associated with Pfizer’s pending acquisition of Wyeth. Under the terms of the agreement, Boehringer Ingelheim will acquire products, research and manufacturing facilities, located in Fort Dodge, Iowa, as well as related assets and intellectual property, primarily from Wyeth’s Fort Dodge Animal Health portfolio in the U.S. and Canada. Products primarily include cattle and small animal vaccines and some animal health pharmaceuticals. Boehringer Ingelheim also intends to acquire certain animal health assets in other jurisdictions, including companion animal vaccines in Australia, and cattle vaccines in the European Union and South Africa.
The closing of the agreement with Boehringer Ingelheim is contingent upon approval from the U.S. Federal Trade Commission and the Canadian Competition Bureau, as well as the closing of the Pfizer/Wyeth transaction and the satisfaction of other customary closing conditions. The divestitures to Boehringer Ingelheim of animal vaccines in Australia and cattle vaccines in the European Union, which are included in this agreement, also are subject to approval from the Australian Competition and Consumer Commission and the European Commission, respectively. In addition, Pfizer has committed to divest certain other animal health assets in both of those jurisdictions.
The Pfizer/Wyeth transaction remains subject to regulatory approval in the U.S., Canada, China and Australia. Pfizer expects to obtain these approvals shortly and now expects to close the transaction early in the fourth quarter 2009.
The European Commission granted regulatory approval for the transaction on July 17, 2009, subject to the commitment to divest certain animal health assets in the European Union, some of which are among the assets Boehringer Ingelheim intends to acquire.
Financial terms of the agreement were not disclosed.
Pfizer Inc: Working together for a healthier world™
Founded in 1849, Pfizer is the world's premier biopharmaceutical company taking new approaches to better health. We discover, develop, manufacture and deliver quality, safe and effective prescription medicines to treat and help prevent disease for both people and animals. We also partner with healthcare providers, governments and local communities around the world to expand access to our medicines and to provide better quality health care and health system support. At Pfizer, colleagues in more than 90 countries work every day to help people stay happier and healthier longer and to reduce the human and economic burden of disease worldwide.
Wyeth is one of the world’s largest research-driven pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of pharmaceuticals, vaccines, biotechnology products, nutritionals and non-prescription medicines that improve the quality of life for people worldwide. The Company’s major divisions include Wyeth Pharmaceuticals, Wyeth Consumer Healthcare and Fort Dodge Animal Health.
About Pfizer Animal Health
Pfizer Animal Health, one of six business units of Pfizer Inc (NYSE: PFE), is a world leader in discovering and developing innovative animal prescription medicines and vaccines, investing an estimated $300 million annually. For more information on how Pfizer works to ensure a safe, sustainable global food supply with healthy livestock, or how Pfizer helps companion animals to live longer, healthier lives, visit www.PfizerAH.com.
About Fort Dodge Animal Health
Fort Dodge Animal Health is a leading manufacturer and marketer of animal health products for the livestock, companion animal, equine, swine and poultry industries in North America and international markets. The company has research and development facilities in Iowa and New Jersey, and manufacturing facilities/offices in Brazil, Argentina, Spain, Ireland, France, The Netherlands, Italy, India, Taiwan and Australia. Its headquarters is in Overland Park, Kan.
This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements regarding when Pfizer’s acquisition of Wyeth is expected to close. Such statements are based upon the current beliefs and expectations of Pfizer's and Wyeth's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Neither Pfizer nor Wyeth undertakes any obligation to update publicly or revise any forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to satisfy the conditions to closing the agreement with Boehringer Ingelheim; the ability to obtain governmental and self-regulatory organization approvals of the merger on the proposed terms and schedule; and the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy other closing conditions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Pfizer's 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 27, 2009, Wyeth's 2008 Annual Report on Form 10-K, as amended, filed with the SEC on February 27, 2009, including in the "Risk Factors" section of each of these filings, and each company's other filings with the SEC available at the SEC's Internet site (http://www.sec.gov).
In connection with the pending acquisition of Wyeth, Pfizer has filed with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 that includes a proxy statement of Wyeth that also constitutes a prospectus of Pfizer. Wyeth mailed the proxy statement/prospectus to its stockholders, who approved the pending acquisition on July 20, 2009. Pfizer urges investors and security holders to read the proxy statement/prospectus regarding the pending acquisition because it contains important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Pfizer’s website, www.pfizer.com, under the tab “Investors” and then under the tab “SEC Filings.” You may also obtain these documents, free of charge, from Wyeth’s website, www.wyeth.com, under the heading “Investor Relations” and then under the tab “Financial Reports/SEC Filings.” Information regarding the persons who may, under the rules of the SEC, be deemed to have been participants in the solicitation of the Wyeth stockholders in connection with the pending acquisition is set forth in the proxy statement/prospectus. You can find information about Pfizer’s executive officers and directors in its definitive proxy statement filed with the SEC on March 13, 2009. You can find information about Wyeth’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as amended by Wyeth’s Annual Report on Form 10-K/A, filed with the SEC on February 27, 2009 and April 30, 2009, respectively, and the definitive proxy statement/prospectus for Wyeth’s 2009 Annual Meeting of Shareholders, which was filed with the SEC on June 17, 2009. The information contained in Pfizer’s or Wyeth’s websites is not incorporated by reference and does not constitute a part of this press release.
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