SCHEDULE 14A INFORMATION
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Pfizer, Inc.
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(Name of Registrant as Specified In Its Charter)
Pharmacia Corporation
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Notes:
To: Pharmacia Operations Committee
From: Tim Cost
Date: July 15, 2002
Re: Schedule of events
Dear Colleagues:
At 6 a.m. EDT today, Monday, July 15, 2002, Pfizer, Inc. will issue a news
release indicating its intention to acquire Pharmacia. Following is the schedule
of events for today:
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TIME EVENTS
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5:30 a.m. EDT o Pharmacia's Operations Committee is alerted
to the acquisition, and receives advance
copies of communication materials.
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6:00 a.m. EDT o News release is issued by Pfizer
o News release is issued by Pharmacia
regarding earnings guidance and Monsanto
spin-off
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6:00 - 7:00 a.m. EDT o A message is sent via email from Fred Hassan
to the Global Leadership Team with a link to
communications materials available online at
the Leadership Toolbox.
o A message from Fred Hassan to all Pharmacia
employees in "Talking About Our Business" is
posted to the Pharmacia home page and
emailed to all employees.
o A voice mail message from Fred Hassan is
sent to every U.S.-based Pharmacia employee.
o Article in Pharmacia Today invites all
employees to attend global town meeting
hosted by Fred Hassan at 4 PM EDT.
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Morning o Fred Hassan and Hank McKinnell, CEO of
Pfizer, meet the media:
o McKinnell appears on CNBC
o Hassan and McKinnell meet with the Financial
Times
o They conduct a teleconference with investors
and analysts at 11:00 am
o They participate in interviews with The Wall
Street Journal, The New York Times,
Associated Press and The Newark. Star Ledger
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4:00 p.m. EDT o Fred Hassan hosts a global town meeting for
all Pharmacia employees, broadcast from the
Peapack, NJ cafeteria.
o Employees in Kalamazoo, Skokie, St. Louis
and Sugen will participate via
videoconference.
o Due to logistical and time zone issues,
employees outside the U.S. will be able to
participate in groups via audio webcast or
audio telephone link.
o The event will then be re-broadcast on
demand via videoconference and audio link
immediately after the meeting.
o Videotapes of the event will also be
available afterwards.
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Please take the lead in communicating these changes with your people, utilizing
the materials now available on the Leadership Toolbox. In addition, I encourage
each of you to participate in the global town meeting today at 4 p.m. EDT, and
ask that you encourage your people to do the same.
If I can provide assistance to you during this time, please do not hesitate to
contact me, or any member of the Corporate Affairs leadership team.
Regards,
Tim
FORWARD-LOOKING INFORMATION
Certain statements contained in this document are "forward-looking statements"
provided under the "safe harbor" protection of the Private Securities Litigation
Reform Act of 1995. These statements are made to enable a better understanding
of the Company's business, but because these forward-looking statements are
subject to many risks, uncertainties, future developments and changes over time,
actual results may differ materially from those expressed or implied by such
forward-looking statements. Examples of forward-looking statements are
statements about anticipated financial or operating results, financial
projections, business prospects, future product performance, future research and
development results, anticipated regulatory filings and approvals, and other
matters that are not historical facts. Such statements often include words such
as: "believes", "expects", "anticipates", "intends", "plans", "estimates", or
similar expressions.
These forward-looking statements are based on the information that was currently
available to the Company, and the expectations and assumptions that were deemed
reasonable by the Company, at the time when the statements were made. The
Company does not undertake any obligation to update any forward-looking
statements in this Report or in any other communications of the Company, whether
as a result of new information, future events, changed assumptions or otherwise,
and all such forward-looking statements should be read as of the time when the
statements were made, and with the recognition that these forward-looking
statements may not be complete or accurate at a later date.
Many factors may cause or contribute to actual results or events being
materially different from those expressed or implied by such forward-looking
statements. Although it is not possible to predict or identify all such factors,
they may include the following: competition for our products; pharmaceutical
pricing, price constraints and other restrictions on the marketing of products
imposed by governmental agencies or by managed care groups, institutions and
other purchasing agencies; product discovery and approval; product recalls or
withdrawals; manufacturing quality issues with respect to our products;
compliance with Current Good Manufacturing Practices and other applicable
regulations and quality assurance guidelines; the company's ability to secure
and defend its intellectual property rights; product liability claims, antitrust
litigation, environmental concerns, and commercial disputes; social, legal,
political and governmental developments; changes in foreign currency exchange
rates or in general economic or business conditions including inflation and
interest rates; acquisitions, divestitures, mergers, restructurings or strategic
initiatives that change the Company's structure; business combinations among the
Company's competitors and major customers; changes to accounting standards or
GAAP.
Readers are also urged to carefully review and consider the various disclosures
in Pharmacia's various SEC filings, including but not limited to Pharmacia's
Annual Report on Form 10-K for the year ended December 31, 2001, and Pharmacia's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002.
This release may be deemed to be solicitation material in respect of Pfizer's
proposed merger with Pharmacia. Pfizer will be filing a registration statement
on Form S-4, containing a joint proxy statement/prospectus for Pfizer and
Pharmacia, and other documents with the Securities and Exchange Commission
("SEC"). INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT CONTAINING THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to receive the registration statement containing the joint proxy
statement/prospectus and other documents free of charge at the SEC's web site,
www.sec.gov or from Pharmacia Investor Relations at 100 Route 206 North,
Peapack, New Jersey 07977. Pharmacia and its directors and executive officers
and other members of management and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed transaction.
Information regarding the interests of Pharmacia's directors and executive
officers in the proposed merger will be included in the final joint proxy
statement/prospectus.