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Biotech / Medical : wla(warner lambert)

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To: george gowland who wrote (906)	12/14/1999 8:57:00 PM
From: john dodson	Read Replies (1) of 942

George: I totally agree. The WLA BOD is clearly ignoring their fiduciary responsibility to WLA shareholders as the governing body for the Warner Lambert corporation. Their job is clear: maximize shareholder value. Everything else is secondary. Well, almost everything else. They're not supposed to prioritize cutting deals and securing positions for themselves as individuals or collectively for management over the prime directive. The prime directive is to maximize shareholder value! Maybe the WLA BOD forgot who they work for? We as WLA shareholders have it within our power to vote them out. This is a call to arms. Let's vote them out if they continue to be so inert in their position and refuse to subvert their own interests below the prime directive! I for one welcome Pfizer's motion to throw the bums out. They didn't even go throught he motions to consider shareholder value. Also, this business about a "merger of equals" is hogwash. After a corporation merges with another, who gives a flip about what they were before the merger? It's clear that the perspective that the WLA board has is first and foremost for their own concern. Even if the WLA BOD genuinely believes that the PFE offer is inferior, they are legally, ethically, and morally bound to at least give it full consideration. It is quite clear that they have not. They cut the best deal that they could with AHP in the dark, and didn't care to know whether they could do better for their shareholders. My hunch is that PFE is probably willing to go up to at least 3 shares for each WLA share, if the breakup conditions were to be dropped. That would easily put us up to $100, and probably more by the time the dust settles and the deal finalizes. The WLA BOD has to know this. Yet they try to tell us that a $71 offer is better! By all means, WLA BOD: start a bidding war for your shareholders. I know which way I'll vote on PFE's move to oust the WLA BOD. -A WLA Shareholder

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