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.
About Wyeth
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.
Forward-Looking Statements
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).
Additional Information
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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