Filed by Pfizer Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Pfizer Inc.
(Commission File No. 001-03619)
The following communication is being filed in connection with the proposed business combination between Mylan N.V. and Upjohn, Pfizer Inc.s off-patent branded and generic established medicines business.
The following are excerpts
from the transcript of Pfizer Inc.s question and answer session at JPMorgan Healthcare Conference on January 14, 2020. The full transcript was posted to Pfizers website on January 16, 2020.
CORPORATE PARTICIPANTS
Albert
Bourla Pfizer Inc. - Chairman of the Board & CEO
CONFERENCE CALL PARTICIPANTS
Christopher Thomas Schott JP Morgan Chase & Co, Research Division - Senior Analyst
PRESENTATION
Christopher Thomas Schott - JP
Morgan Chase & Co, Research Division - Senior Analyst
Good afternoon. Im Chris Schott at JPMorgan. Its my pleasure
to be hosting a fireside chat today with Pfizer. From the company, we have Albert Bourla, the companys Chairman and CEO.
QUESTIONS AND ANSWERS
Christopher Thomas Schott - JP Morgan Chase & Co, Research Division - Senior Analyst
So maybe, Albert, just to kick off, youre roughly a year into your tenure as CEO at Pfizer. Maybe discuss that first year in the role, the changes
youve made to Pfizer during that time and the priorities you have as you look out to 2020.
Albert Bourla
Pfizer Inc. - Chairman of the Board & CEO
Our Upjohn business has unique commercial capabilities in places where generic
specialty market is booming right now, like in Asia or in China, but we didnt have a pipeline. Mylan, on the other hand, they have a terrific pipeline, a pipeline of
difficult-to-make generic products like injectables, like biosimilars, like sprays or patches, not solid oral doses only. But they didnt have presence in the areas
that matter for generic business, like in China. By putting together the 2, not only are creating the largest specialty generic company in the world but also the only one that will have access to both Chinese patients and West countries
patients.
Christopher Thomas Schott - JP Morgan Chase & Co, Research Division - Senior Analyst
Okay. Great. Looking out to, I guess, this year. I know youre not giving guidance for another few weeks. But it seems as though the company is much more
confident in its outlook today than 6 months ago when you gave some of those initial targets or kind of guidance ranges with the Upjohn deal. Maybe just talk about whats changed there and how youre thinking about the core business today.
Albert Bourla Pfizer Inc. - Chairman of the Board & CEO
And very similar story also with Upjohn. In Upjohn, we spoke and we said we expect to have $7.5 billion to $8 billion of revenues in 2020, but
were significantly lower than what The Street was thinking. And to explain, it is because we are factoring the impact that changes in China will have on the Upjohn business. And we said, for this reason, we are lowering 2020, but also we are
expecting in China for Upjohn to have a single to mid-digit growth. In third quarter, we did much better. So we changed the guidance for the year. And we said, now we are expecting Upjohn in China to be middle
to high single-digit growth. So it was a great quarter, and it happened that all growth drivers did much better. Its not 1 or 2. So that creates a very different level of optimism.
ADDITIONAL INFORMATION
This communication shall not
constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In
connection with the proposed combination of Upjohn Inc. (Newco), a wholly owned subsidiary of Pfizer Inc. (Pfizer) and Mylan N.V. (Mylan), which will immediately follow the proposed separation of the Upjohn
business (the Upjohn Business) from Pfizer (the proposed transaction), Newco and Mylan have filed certain materials with the Securities and Exchange Commission (the SEC), including, among other materials, the
Registration Statement on Form S-4 which includes a proxy statement/prospectus (as amended, the Form S-4), and Form 10 which includes an information
statement (as amended, the Form 10), each of which has been filed by Newco with the SEC on October 25, 2019 and subsequently amended. The registration statements have not yet become effective. After the Form S-4 is effective, a definitive proxy statement/prospectus will be sent to the Mylan shareholders seeking approval of the proposed transaction, and after the Form 10 is effective, a definitive information statement
will be made available to the Pfizer stockholders relating to the proposed transaction. Newco and Mylan intend to file additional relevant materials with the SEC in connection with the proposed transaction, including a proxy statement of Mylan in
definitive form. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR