Filed by Pfizer Inc.
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Wyeth
Commission File No.: 001-01225
Forward Looking Statements
This video transcript includes "forward-looking statements" within the meaning
of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Such statements may include, but are not limited to,
statements about the benefits of the proposed merger between Pfizer and Wyeth,
including future financial and operating results, the combined company's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of Pfizer's and Wyeth's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the possibility that the
expected synergies from the proposed merger of Pfizer and Wyeth will not be
realized, or will not be realized within the expected time period, due to, among
other things, the impact of pharmaceutical industry regulation and pending
legislation that could affect the pharmaceutical industry; the ability to obtain
governmental and self-regulatory organization approvals of the merger on the
proposed terms and schedule; the failure of Wyeth stockholders to approve the
merger; the risk that the businesses will not be integrated successfully;
disruption from the merger making it more difficult to maintain business and
operational relationships; the possibility that the merger does not close,
including, but not limited to, due to the failure to satisfy the closing
conditions; Pfizer's and Wyeth's ability to accurately predict future market
conditions; dependence on the effectiveness of Pfizer's and Wyeth's patents and
other protections for innovative products; the risk of new and changing
regulation and health policies in the U.S. and internationally and the exposure
to litigation and/or regulatory actions. Additional factors that could cause
results to differ materially from those described in the forward-looking
statements can be found in Pfizer's 2007 Annual Report on Form 10-K, Wyeth's
2007 Annual Report on Form 10-K and each company's other filings with the
Securities and Exchange Commission (the "SEC") available at the SEC's Internet
site (http://www.sec.gov).
Additional Information
In connection with the proposed merger, Pfizer will file with the SEC a
Registration Statement on Form S-4 that will include a proxy statement of Wyeth
that also constitutes a prospectus of Pfizer. Wyeth will mail the proxy
statement/prospectus to its stockholders. Pfizer and Wyeth urge investors and
security holders to read the proxy statement/prospectus regarding the proposed
merger when it becomes available because it will contain important information.
You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (www.sec.gov). You may also
obtain these documents, free of charge, from Pfizer's website, www.pfizer.com,
under the tab "Investors" and then under the tab "SEC Filings". You may also
obtain these documents, free of charge, from Wyeth's website, www.wyeth.com,
under the heading "Investor Relations" and then under the tab "Financial
Reports/SEC Filings".
Pfizer, Wyeth and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from Wyeth
stockholders in favor of the merger. Information regarding the persons who may,
under the rules of the SEC, be deemed
participants in the solicitation of the Wyeth stockholders in connection with
the proposed merger will be set forth in the proxy statement/prospectus when it
is filed with the SEC. You can find information about Pfizer's executive
officers and directors in its definitive proxy statement filed with the SEC on
March 14, 2008. You can find information about Wyeth's executive officers and
directors in its definitive proxy statement filed with the SEC on March 14,
2008. You can obtain free copies of these documents from Pfizer and Wyeth using
the contact information above.
Final Internal Video Transcript
Filmed: Saturday, Jan. 24
This is an exciting day for our company... and I wanted to share this news with
you first.
We are announcing today that we will join with the great people of Wyeth to
create the world's premier biopharmaceutical company.
This is possible because of all YOU'VE done to prepare us for today. Over the
past two years, we have all been working hard to rebuild Pfizer's foundation and
to make progress on Our Path Forward.
We started by laying down an important marker: We will build Pfizer into a
company that keeps its commitments.
And over two years, that's exactly what we have done.
We said we would maximize our revenues - and we have... meeting our revenue and
earnings commitments, despite significant losses of exclusivity on medicines
that represented more than 3 billion dollars in revenue.
Our dedicated colleagues around the world have produced outstanding results
despite intense competition and a very challenging operating environment.
We said we would manage our costs - and thanks to your hard work we have...
we've established a lower, more flexible cost base and instilled a strong
culture of productivity across every part of our company.
We said we would improve R&D productivity - and we have... expanding our Phase
III pipeline by almost 60 percent... and by focusing our investments on high
priority areas like Alzheimer's disease, diabetes, inflammation and immunology,
oncology, pain and psychosis.
We said we would find new opportunities for established products and in emerging
markets- and we have, quickly exploiting opportunities in these high-growth
segments.
We said we would create smaller, more accountable operating units - and we have,
by creating the Biotechnology and Bioinnovation Center... by reorganizing
Worldwide Research into smaller, focused units led by Chief Scientific
officers... and by creating six global business units, each one empowered to
meet the needs of distinct groups of patients and other customers and each one
fully accountable for its results.
We said we would strengthen our culture - and we have, by significantly reducing
unnecessary committees and layers of bureaucracy; by providing more
opportunities for individual growth... and by insisting on openness and personal
accountability.
With this essential foundation in place, the combination with Wyeth meaningfully
advances each of the strategic priorities that we have set out in Our Path
Forward.
By combining our people, products, and scientific capabilities with those of
Wyeth, we will substantially increase our presence in important technologies
like biologics and vaccines; increase our opportunities in "invest to win"
disease areas; strengthen our scientific, manufacturing, and pharmaceutical
science capabilities; and drive commercial innovation.
With this combination, Pfizer will offer patients a uniquely broad and
diversified portfolio of biopharmaceutical innovations and health care solutions
through distinct business units that are focused on different customer needs and
backed by the resources of a premier global organization.
By combining the spirit of small, agile enterprises with the power of our scale,
we will advance our mission of working together for a healthier world.
I want to give you a brief overview of what you can expect over the next couple
of days.
On Monday morning, at 8:30 New York time, we will be hosting a webcast for our
investors.
This will be archived on Pfizer.com so you can listen when you have time.
After that, we will meet with the news media at a press conference in New York.
And at noon, we will host a webcast with all of you.
I realize that this may not be the best time for everyone to join, so we will
archive this event on PfizerWorld.
But if you can tune in live, please do.
I am sure you have questions. So if you're not able to participate during the
live webcast, please do send your questions in advance to
colleaguewebcast@pfizer.com
Finally, I will close the day by joining Bernard Poussot, Wyeth's Chairman and
Chief Executive Officer, to meet with Wyeth's colleagues at their headquarters
in Collegeville, Pennsylvania.
We will talk about today's announcement in more detail at our colleague webcast.
In the meantime, I've sent a letter with more details to all of you, and I hope
you'll read that and the other materials now posted on PfizerWorld.
I look forward to answering your questions and I will continue to communicate
with you throughout this entire process.
As I said at the outset, this is an exciting time for two great companies.
Thanks again for all you have done to prepare us for this opportunity.
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