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Biotech / Medical : PFE (Pfizer) How high will it go? -- Ignore unavailable to you. Want to Upgrade?

To: John F. Dowd who wrote (8280)	11/12/1999 1:27:00 PM
From: The Ox	Read Replies (1) \| Respond to of 9523

Pfizer Releases Response to Warner-Lambert NEW YORK, Nov. 12 /PRNewswire/ -- The following was issued today by Pfizer Inc (NYSE: PFE): The management and employees of our respective companies have worked well together on many collaborative projects. In particular, our Lipitor partnership is a model for our industry, and we are in full agreement with the sentiments expressed in your letter of November 9 that it is "a very important venture for both of us." However, the fact that you and your Board refused to give Pfizer the opportunity to make a superior proposal to a merger you were negotiating with American Home Products was, and continues to be, very troubling. It is the view of Pfizer's Board of Directors and our management team that a strategic combination of our two companies, unequivocally the two fastest growing companies in our industry, is a unique opportunity for your shareholders and merits careful consideration by your company and your shareholders. We are committed to completing a merger with Warner-Lambert, and we continue to believe that it can, and should, be done in the spirit of our partnership. To that end, we are prepared to negotiate a merger agreement in substantially the form you entered into with AHP. The economic terms of our proposed agreement are superior to the American Home Products agreement. We also will eliminate the coercive provisions of the AHP agreement, and, of course, we will have no mass tort litigation contingency as in the American Home Products merger agreement. Our Agreement would: -- Provide a premium to your shareholders compared to the American Home transaction, -- Provide for no breakup fee, -- Provide for no "poison pooling stock option," -- Permit you to redeem your Poison Pill in the best interest of your shareholders, and -- Will not contain an unreasonably long lock-up period. -- I am always available to discuss this transaction with you. Sincerely, William C. Steere, Jr. Chairman & CEO cc: Warner-Lambert Board of Directors SOURCE Pfizer Inc CO: Pfizer Inc; Warner-Lambert ST: New York IN: MTC BIO SU: 11/12/1999 13:00 EST prnewswire.com