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Biotech / Medical : wla(warner lambert) -- Ignore unavailable to you. Want to Upgrade?

To: John F Beule who wrote (894)	11/4/1999 3:40:00 PM
From: StockHawk	Read Replies (1) \| Respond to of 942

Interesting letter from Pfizer CEO: THE FOLLOWING LETTER WAS RELEASED BY PFIZER TODAY PR NEWSWIRE - November 04, 1999 14:01 NEW YORK, Nov 4, 1999 /PRNewswire via COMTEX/ -- The following letter was released by Pfizer today: November 4, 1999 Mr. Lodewijk de Vink Chairman and CEO Warner-Lambert Co. 201 Tabor Road Morris Plains, NJ 07950 Dear Lodewijk: As you know from our previous communications, my Board of Directors and I believe firmly that Pfizer and Warner-Lambert Co., the two fastest-growing companies in the industry, would represent a compelling combination and excellent strategic fit, creating superior value for all our shareholders. We have not made a definitive proposal prior to this time as a result of the "standstill" provision in the confidentiality agreement we entered into on March 4, 1996. Because of your announcement today relating to the agreement with American Home Products and the resulting release from the standstill, we are pleased to make the following proposal. I want to reiterate that I have repeatedly tried over the past few weeks to discuss with you the merits of a combination between Pfizer and Warner-Lambert. Unfortunately, our efforts have been rejected -- a response that is particularly disappointing given the substantial success represented by our partnership in developing and marketing Lipitor, which both our companies have publicly acknowledged. My letters dated November 3 and October 25 -- as well as our conversation on October 27 -- clearly demonstrated our desire to make the best possible proposal for your company and its shareholders within the "standstill" framework we had agreed to. Since the standstill agreement is no longer operative, we are now prepared to offer a tax-free merger in which your shareholders would receive 2-1/2 shares of Pfizer common stock for each outstanding share of common stock of Warner-Lambert. Customary and appropriate provisions will be made for outstanding options and warrants. Based on yesterday's closing market price, this offer represents a $96.40 per share purchase price for each Warner-Lambert share, a premium of 30% over the last month's average closing price of your shares. This $82.4 billion offer represents a very substantial premium over the proposed AHP transaction as well. In addition, our proposal envisions combining the Boards of both companies. Our offer is conditioned solely on the elimination of the egregious $2 billion "break-up fee" and the improper issuance of the stock option which would prevent us (but not AHP) from utilizing a pooling of interest accounting for this transaction as well as entering into the appropriate documentation. The Pfizer Board has approved a transaction on the terms set forth above and we are prepared to move expeditiously to definitive agreements. A transaction with us offers distinct advantages to Warner-Lambert and its shareholders. Specific strengths of this combination include: -- The 30% premium for your shareholders over the average closing price of your shares for the last month -- Enhanced, truly global scale - including $4 billion in combined R&D and $28 billion in combined revenues -- Complementary and broadly-diversified therapeutic pipelines -- The opportunity to achieve at least $1.2 billion in cost savings and efficiencies -- Complementary operations on which to build growth -- including Warner-Lambert's strong OTC platform and Pfizer's powerful global marketing and sales infrastructure -- Opportunities to expand on our current highly successful relationship -- Greater growth opportunities for management and key employees Given the demands of today's competitive environment, I hope that Warner-Lambert would settle for nothing less than a combination with the best possible peer: Pfizer. Given what we could accomplish together for all our most important constituencies, we remain surprised that you have not shown more interest in joining forces. Nevertheless, we stand ready to meet at any time to discuss any -- or all -- aspects of our proposed transaction. On behalf of your shareholders, employees and all of your constituencies, we urge you and Warner-Lambert's Board of Directors to recognize the immediate and long-term superior value of this transaction. Sincerely, William C. Steere, Jr. Chairman & CEO

To: John F Beule who wrote (894)	11/4/1999 9:20:00 PM
From: Robert Scott	Respond to of 942

Talk about irony - I sold a little PFE yesterday to diversify a little and I thought their near term pipeline was a little bare - so I bought some WLA today based on the AHP merger before the big rise!!!! Personally I'd like to see PFE buy both WLA and AHP!! Maybe I should take some of my WLA profits!

To: John F Beule who wrote (894)	11/5/1999 3:55:00 AM
From: billkirn	Read Replies (1) \| Respond to of 942

John: No matter what happens, the old Agouron group who kept WLA stock are doing pretty darn well. My sense is that WLA and AHP will make a better combination. Long term cost savings will be considerable and AHP's product pipeline combined with additional sales and distribution force of WLA is a great match. PFE-WLA is a good short term shot for WLA stock holders, but very much less attractive over the long term. Look out 5 years and wonder where PFE-WLA will get new drug candidates. Pretty scary here. If PFE does win the battle, sell WLA immediately. If AHP and WLA make it through this new hurdle, hold for a good 20% per year appreciation over the long term. I like the long term approach. William H. Kirn