Wyeth Files Definitive Proxy Statement and Announces Date for Annual Meeting of Stockholders
June 18 2009 - 9:00AM
PR Newswire (US)
- Stockholders to Vote on Merger Agreement with Pfizer - MADISON,
N.J., June 18 /PRNewswire-FirstCall/ -- Wyeth (NYSE:WYE) today
announced that it has filed a definitive proxy statement with the
U.S. Securities and Exchange Commission for its Annual Meeting of
Stockholders. Among other matters, stockholders will vote on
Wyeth's merger agreement with Pfizer (NYSE:PFE), which was
announced on January 26, 2009. Wyeth's Annual Meeting of
Stockholders will be held on Monday, July 20, 2009 at 9:00 a.m.
EDT. The meeting will be held at the Hyatt Morristown (Morristown,
N.J.). On that day, a live webcast of the meeting will be available
to all interested parties. The meeting may be accessed by visiting
the Wyeth website at http://www.wyeth.com/ and clicking on the
"Investor Relations" icon. Stockholders of record as of the close
of business on June 5, 2009 will be entitled to vote at the
meeting. Under the terms of the merger agreement, each outstanding
share of Wyeth common stock would be converted into the right to
receive $33 in cash and 0.985 of a share of Pfizer common stock
after closing. The Wyeth Board of Directors has approved the merger
agreement and recommends that stockholders vote "FOR" the approval
of the merger agreement. Completion of the transaction is subject
to certain conditions, including approval by the stockholders of
Wyeth and other customary closing conditions. Subject to the
satisfaction of these closing conditions, the transaction is
expected to be completed at the end of the third quarter or during
the fourth quarter of 2009. 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. The statements in this press release that are
not historical facts are forward-looking statements that are
subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such
statements. These risks and uncertainties include, among others,
risks related to our proposed merger with Pfizer, including
satisfaction of the conditions of the proposed merger on the
proposed timeframe or at all, contractual restrictions on the
conduct of our business included in the merger agreement, and the
potential for loss of key personnel, disruption in key business
activities or any impact on our relationships with third parties as
a result of the announcement of the proposed merger; the inherent
uncertainty of the timing and success of, and expense associated
with, research, development, regulatory approval and
commercialization of our products and pipeline products; government
cost-containment initiatives; restrictions on third-party payments
for our products; substantial competition in our industry,
including from branded and generic products; emerging data on our
products and pipeline products; the importance of strong
performance from our principal products and our anticipated new
product introductions; the highly regulated nature of our business;
product liability, intellectual property and other litigation risks
and environmental liabilities; the outcome of government
investigations; uncertainty regarding our intellectual property
rights and those of others; difficulties associated with, and
regulatory compliance with respect to, manufacturing of our
products; risks associated with our strategic relationships; global
economic conditions; interest and currency exchange rate
fluctuations and volatility in the credit and financial markets;
changes in generally accepted accounting principles; trade buying
patterns; the impact of legislation and regulatory compliance;
risks and uncertainties associated with global operations and
sales; and other risks and uncertainties, including those detailed
from time to time in our periodic reports filed with the Securities
and Exchange Commission, including our current reports on Form 8-K,
quarterly reports on Form 10-Q and annual report on Form 10-K,
particularly the discussion under the caption "Item 1A, Risk
Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2008, which was filed with the Securities and Exchange
Commission (SEC) on February 27, 2009. The forward-looking
statements in this press release are qualified by these risk
factors. We assume no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise. Additional Information and Where
to Find It This communication may be deemed to be solicitation
material in respect of the proposed merger transaction involving
Wyeth and Pfizer. In connection with the proposed merger, Pfizer
has filed with the SEC a Registration Statement on Form S-4
containing a proxy statement/prospectus for the stockholders of
Wyeth, and each of Wyeth and Pfizer may be filing other documents
with the SEC regarding the proposed merger transaction. The
definitive proxy statement/prospectus will be mailed to
stockholders of Wyeth. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, WYETH'S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and
stockholders may obtain, without charge, a copy of the definitive
proxy statement/prospectus, as well as other relevant documents
containing important information about Wyeth and Pfizer at the
SEC's website (http://www.sec.gov/). Wyeth's stockholders also may
obtain, without charge, a copy of the definitive proxy
statement/prospectus and other relevant documents by directing a
request by mail or telephone to Wyeth, Five Giralda Farms, Madison,
NJ 07940, Attention: Investor Relations, (877) 552-4744. Wyeth and
its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from
Wyeth's stockholders with respect to the proposed merger.
Information about Wyeth's directors and executive officers and
their ownership of Wyeth's common stock is set forth in Wyeth's
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, which was
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 Stockholders, which was filed with
the SEC on Schedule 14A on June 17, 2009. Stockholders may obtain
additional information regarding the interests of Wyeth and its
directors and executive officers in the proposed merger, which may
be different than those of Wyeth's stockholders generally, by
reading the definitive proxy statement/prospectus and other
relevant documents regarding the proposed merger. DATASOURCE: Wyeth
CONTACT: Media, Douglas Petkus, +1-973-660-5218, or Investors,
Justin Victoria, +1-973-660-5340, both of Wyeth Web Site:
http://www.wyeth.com/
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