SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
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[_]Preliminary Proxy Statement [_]Confidential, for Use of the
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[_]Definitive Proxy Statement
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[X]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Pfizer, Inc.
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(Name of Registrant as Specified In Its Charter)
Pharmacia Corporation
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6(i)(3).
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The following is a communication to employees.
Talking About Our Business - Honoring Monsanto's Achievements
- 2002 August 12
To All Pharmacia Corporation People Worldwide
Dear Colleagues,
Tomorrow marks a major milestone in the evolution of our
organization and in the history of biotechnology.
Tomorrow, our Monsanto subsidiary becomes a fully independent,
stand-alone company. This action is being carried out as a "spin-off" of
Pharmacia's Monsanto shares as a dividend to Pharmacia shareholders.
Past and present people of the new Monsanto and all their
predecessors can feel very proud of this milestone. We at Pharmacia can
share some of this pride.
Over the past decade or so, Monsanto's agricultural business has
been implementing a bold decision to transform a conventional agricultural
chemicals company into the world leader in agricultural biotechnology.
This transformation, built upon the development of genetically
modified seeds, has brought great controversy. Largely because of a lack of
understanding of the basic science that Monsanto is applying, many people
have been fearful of this new biotechnology. Numerous special interest
groups have played on this fear for their own ends.
Although the controversy has been intense at times, the Monsanto
team held true to its vision. That vision has been the responsible use of
science to create food and other crops that improve productivity and human
health, that are better for the environment, and that make more and better
food available to people around the world.
Thanks to the innovations from Monsanto, crops are now being planted
that reduce soil erosion, reduce the need for herbicides and pesticides, and
increase yields of food crops, including in some of the poorest regions of
our globe. Other important advances are in development, including crops
that may improve heart health and which can grow in previously uncultivated
dry or salty soil. In the longer run, people from both the developed and
developing countries will derive great benefits from Monsanto's
industry-leading work.
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Driving Monsanto's achievements have been the three characteristics
that we share and which are behind the success of every great vision:
Passion, courage and tenacity. All of us at Pharmacia can admire and learn
from the example our Monsanto colleagues have set.
As Monsanto begins this important new chapter in its history, please
join me in honoring these achievements and in continuing to support the
enormously important work that the people of Monsanto will be undertaking in
the future. We will watch their progress with pride.
Soon, Pfizer will be filing a registration statement with the U.S.
Securities and Exchange Commission (SEC) that includes a draft joint proxy
statement/prospectus that sets out relevant facts about the acquisition,
including the business strategy behind the acquisition and the process
leading up to Board of Directors approval. The SEC may review the filing and
make comments that we would then need to address before the SEC declares the
document effective. Once declared effective, we will print the proxy
statement and mail it to shareholders prior to a special shareholder meeting
to vote on approving the transaction.
Although many of us would prefer to continue with Pharmacia as we
know it today, and do not believe that any compensation or benefits would be
a satisfactory substitute, the Pharmacia Board took the appropriate actions
to provide customary transition protections and compensation following the
acquisition.
The draft prospectus/proxy statement included in tomorrow's SEC
filing contains related information on Pharmacia compensation and benefits.
There may be the usual speculation in local media about some of this
information, and it is important to put this in context. Our compensation
programs were designed to attract and retain top talent. Those programs
were very successful. We should be mindful that we go into this transaction
as one of the most dynamic, financially sound and best-managed companies in
the world.
We know that for many of our people, now is a time for holidays and
vacation with family and friends. For those of you who are taking
well-deserved time off now and in the coming weeks, we wish you relaxation
and reinvigoration. And once again, thank you for all your great work that
is keeping Pharmacia strong.
Sincerely,
Fred Hassan
Chairman and Chief Executive Officer
Contact Fred Hassan with your comments or questions at:
mailto:fredhassan.direct@pharmacia.com
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FORWARD-LOOKING INFORMATION
Certain statements contained in this document are "forward-looking
statements" about anticipated financial or operating results, business
prospects, future product performance, future research and development
results, anticipated regulatory filings and approvals, and other matters
that are not historical facts, which are subject to many risks and
uncertainties. As a result, actual results may differ materially from those
expressed or implied by such forward-looking statements. Examples of
forward-looking statements are statements such as: "believes", "expects",
"anticipates", "intends", "plans", "estimates", or similar expressions. 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 Reports on Form 10-Q.
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.
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