| FILED BY PFIZER INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: ASTRAZENECA PLC COMMISSION FILE NO. 001-11960
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Pfizer’s Proposal to Acquire AstraZeneca:
Compelling Shareholder Value
Why AstraZeneca Should Engage with Pfizer to Explore a Combination
13 May 2014
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Forward-Looking Statements and Non-GAAP Financial Information
This presentation includes forward-looking statements. Actual results could differ materially from those contained in the forward-looking statements. The factors that could cause actual results to differ are discussed in the Rule 2.4 Possible Offer Announcements made by Pfizer (PFE) on 28 April 2014 and 2 May 2014; Pfizer’s 2013 Annual Report on Form 10-K; and in our subsequent reports on Form 10-Q and Form 8-K. Pfizer is under no duty to update or revise any forward-looking statements included herein. Nothing contained herein (including any information sourced from third parties) shall be deemed to be a forecast, projection or estimate of the future financial performance of Pfizer, AstraZeneca (AZN) or the combined business following completion of any possible transaction unless otherwise stated.
This presentation includes certain financial measures regarding Pfizer that were not prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Reconciliations of those non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measures can be found in the SEC filings referenced above. In addition, this presentation includes certain publicly available financial information regarding AstraZeneca. Such financial information is reported in International Financial Reporting Standards (“IFRS”). No reconciliation to U.S. GAAP is being provided in connection with such information.
This presentation should be read in conjunction with the Rule 2.4 Possible Offer Announcements made by Pfizer on 28 April 2014 and 2 May 2014, which are available at www.pfizerupdate.com.
Pfizer’s SEC reports are available on our website at www.pfizer.com in the “Investors—SEC Filings” section.
This presentation is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of PFE or AZN. Subject to future developments, PFE may file a registration statement and/or tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the proposed combination of PFE and AZN. PFE and AZN shareholders should read those filings, and any other filings made by PFE with the SEC in connection with the proposed combination, as they will contain important information. Those documents, if and when filed, as well as PFE’s other public filings with the SEC, including the SEC filings referenced above, may be obtained without charge at the SEC’s website at www.sec.gov and at PFE’s website at www.pfizer.com in the “Investors—SEC Filings” section. Certain other materials related to the possible combination will be available at Pfizer’s website, pursuant to the requirements of the UK Takeover Code.
Certain information included in this presentation has been sourced from publicly available third party information. Pfizer does not make any representation or warranty regarding the accuracy, completeness or timing of such third party information. Pfizer does not endorse, approve or adopt such third party information in any fashion, and the relevant third parties did not participate in the creation of this presentation. Third party trademarks are the property of their respective owners.
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Executive Summary
Compelling strategic rationale for Pfizer (PFE) / AstraZeneca (AZN) combination Clinical/regulatory/reimbursement risks continue to increase the cost of drug development and the risk profile of the pharmaceutical industry AZN standalone business faces challenges
Predictability of revenue loss - major products with total 2013A sales of ~$14bn1 facing near-term patent expiration
Uncertainty of revenue potential - attractive but high-risk pipeline that still requires significant investment PFE’s business model with distinct innovative and established pharmaceutical businesses would provide an opportunity to optimise AZN’s complementary portfolios Expected strong and consistent pro forma cash flow enabling continued investment in innovation and shareholder return
PFE’s 2 May proposal offers AZN shareholders significant and immediate value creation opportunity2 Substantial premium to both AZN unaffected share price (17 April) and analyst price targets Significant cash component Expected to 3 be accretive to adjusted diluted EPS in first full year and to accelerate adjusted diluted EPS growth thereafter4 Ongoing value creation from anticipated operational and financial synergies
PFE is confident the transaction is deliverable
PFE continues to want to engage with AZN Constructive engagement may lead to a transaction that AZN can recommend 2 May proposal based only on public information
Note: Please see appendix page “Footnotes and Sources” for footnote details
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PFE Investment Thesis
1 • Diversified and stable revenue base of marketed products
$52bn of total sales in 2013, including 10 products with >$1bn of sales
Market leading commercial presence and capabilities across therapeutic areas and geographies, including strong emerging markets presence
Successfully managed through “the patent cliff” with limited near-term loss of exclusivity (LOE) exposure
2 • Strong pipeline with significant late-stage opportunities
Multiple late-stage programs with potential to provide meaningful value for patients and significant revenue contribution (e.g., palbociclib, Meningitis B vaccine, bococizumab)
Expanding growth potential from key in-line growth assets (e.g., Prevnar, Eliquis, Xeljanz)
Renewed pre-proof of concept R&D productivity, with accountability by therapeutic area and strong scientific culture - 54 programs in phase 1 and 2 across multiple therapeutic areas
Portfolio of promising Biosimilars, including three in or expected to enter phase 3
3 • New business model in 2014
Greater independence and focus customised to the needs of market segments
Greater accountability and transparency driving increased operating efficiency
Optionality for future separation, but no decisions made
4 • Strong track record of returning capital to shareholders
$53bn of capital returned to shareholders over last three years
$19bn in dividends plus $34bn1 in share repurchases
Note: Please see appendix page “Footnotes and Sources” for footnote details
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PFE’s New Business Model — a Company Built For the Future of the Global Biopharma Industry
Focused businesses, each with critical mass, providing transparency to investors Driving value through core capabilities and expertise suited to each portfolio
Innovative Business
Global Innovative Pharma (GIP)
Development of novel value-creating
medicines
Adaptable go-to-market model
Creating approaches to best meet
customer needs
Vaccines, Oncology & Consumer (VOC)
Distinct specialisations and operating models in science and market approach
Note: Please see appendix page “Footnotes and Sources” for additional information
Established Business
Global Established Pharma (GEP)
Peri-LOE and LOE products, biosimilars and sterile injectables
Global footprint with strong growth potential in emerging markets
Rapid and reliable supply of high-quality cost-competitive products
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Pfizer R&D – Integration of Science and Business to Deliver Value to Patients and the Health Care System
Key R&D Priorities
Deliver High-Value Medicines and Vaccines
Six key therapeutic areas: Immunology
& Inflammation, CV & Metabolic Diseases, Oncology, Vaccines, Neuroscience & Pain, Rare Diseases
Robust biosimilars portfolio: trastuzumab, rituximab, adalimumab, infliximab
Balanced internal & external assets
Mix of novel & follow-on indications
80 projects in clinical development and 13 approvals over last four years
Multiple therapeutic modalities (small molecules, biologics, vaccines, antibody-drug conjugates, etc.)
Strategic capability in gene family chemistry and end-to-end biologics
Open innovation capabilities
Novel collaboration models (e.g., Centers for Therapeutic Innovation with 23 partners; ~250 R&D partners worldwide)
Precision Medicine as a strong value driver
Breakthrough productivity by optimising quality, cost & speed
Pfizer’s R&D Foundation is Strong
Research concentrated in key biomedical hubs
Increased scientific rigor & robust decision making
World class pharmaceutical sciences and development operations capabilities
Strong value focus in development and commercialisation groups
The right talent and culture
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Advance Leading Capabilities
Shape the Health Innovation Environment
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Collaborations Across the Health Innovation Environment Enable the Pfizer Portfolio
Academic Partnerships
Innovation Through Cutting-Edge Science & Technology
Pfizer’s research strategy enhanced by accessing external expertise, technology and funds
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Biotech / Big Pharma
Access to Early and Late Stage Assets & Development Solutions
Venture Capital / Equity Investment
Funding for Early Stage Products & Technologies
Disease Foundations
Joint Funding for Shared Interests
Public Partnerships
Drug Discovery & Translational Medicine Innovation
Accelerating Medicines Partnership
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PFE / AZN Combination Rationale
Strong Strategic Fit
Strong Operational Fit
Strong Financial Fit
Note: Please see appendix page “Footnotes and Sources” for footnote details
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Combination would enhance the innovative and established portfolios of both businesses Would provide even more desirable product portfolio to enhance commercial position in key emerging markets Enhanced optionality to pursue future separation, but no decisions made
Enhanced global offerings for innovative business
Strong combined R&D organisation and pipeline would support innovative growth Established business well-positioned to optimise portfolio lifecycles
Expected strong and consistent pro forma cash flow enabling continued investment in innovation and shareholder return Significant expected operational and financial synergies Efficient tax structure for combined operations and capital allocation Expected to be accretive to adjusted diluted EPS1 in first full year and to accelerate adjusted diluted EPS growth thereafter2
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Strong Fit of AZN Portfolio Into Innovative and Established Segments — Critical Mass and Capabilities to Maximise Value
Innovative Business Established Business
Strong strategic fit across therapeutic areas Increased scale and portfolio breadth
Steady stream of anticipated new product launches Expected strong and consistent cash flow
Strong combined R&D organisation and pipeline Enhanced emerging markets footprint
Global Innovative Pharma (GIP) Vaccines, Oncology & Consumer (VOC) Global Established Pharma (GEP)
PFE
AZN
Note: Please see appendix page “Footnotes and Sources” for additional information
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PFE View of Standalone AZN
AZN has an attractive commercial and pipeline portfolio, however on a standalone basis there are significant risks to its ability to optimise value
Attractive Features of AZN Portfolio
Solid in-line franchises in Cardiovascular, Diabetes
(e.g. Brilinta, Onglyza)
Strong portfolio of LOE and peri-LOE brands with growth potential in emerging markets (Crestor, Nexium, Seroquel XR represent nearly $11bn1 of 2013 sales)
Number of late-stage programs to help offset some of LOE decline
Exciting earlier-stage pipeline opportunities across oncology, inflammation & immunology, other
Strong cash flow generation
AZN Weaknesses on a Standalone Basis
Competitive commercial dynamics require significant investments while topline pressured by major LOEs
May lack sufficient scale and focused business model to effectively compete against large national players in emerging markets
Late-stage pipeline less differentiated than early-stage
Binary outcomes and uncertain commercial potential h Advancing pipeline will require significant investment
Major LOEs will pressure margins and ability to return capital to shareholders
Risky standalone profile: certainty of near term revenue loss could jeopardise delivery of promising long term pipeline
Note: Please see appendix page “Footnotes and Sources” for footnote details
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Combination with PFE Mitigates Standalone Concerns
As part of PFE, the AZN portfolio would be better positioned to maximise shareholder value creation
AZN Weaknesses on a Standalone Basis
Competitive commercial dynamics require significant investments while topline pressured by major LOEs
May lack sufficient scale and focused business model to effectively compete against large national players in emerging markets
Late-stage pipeline less differentiated than early-stage
Binary outcomes and uncertain commercial potential Advancing pipeline will require significant investment
Major LOEs will pressure margins and ability to return capital to shareholders
Combination Would Enhance Prospects
Strong pro forma commercial resources and capabilities to optimise sales of in-line portfolio
Critical mass of GEP would improve market offerings and cost efficiencies
Strong pro forma commercial infrastructure to optimise sales from potential future product launches
Combined pipeline portfolio would diversify risk
Strong pro forma financials would support spending across R&D portfolio
Strong expected pro forma cash flow and PFE track 9record of capital return Experience in managing PFE’s own LOE cliff
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Together, a Leading Oncology Company
Creation of Top Tier Oncology Company
Would be a major player with five global franchises:
- Lung, breast, kidney, ovarian, prostate
Greater commercial productivity and geographic footprint
- #4 in combined 2013 sales, prior to palbociclib, other pipeline
Robust pipeline of biologics and small molecules
Multiple opportunities for combination therapies
Leading player in immunotherapy
Regulatory and R&D expertise in personalised medicines
Innovative & Broad Portfolio with Exciting Opportunities for Combo Therapies
Four immunotherapeutic antibodies in clinical trials, with combination therapy ongoing and expanding (PD-L1, CTLA4, PD-1, 4-1BB)
Breast: strong in-line and pipeline of complementary products (Faslodex / Zoladex / palbociclib / olaparib)
Kidney: expand in-line portfolio (Sutent, Inlyta, Torisel) with potential combination therapy of Inlyta / AZN’s anti-PD1
Lung: five drugs with different approaches for NSCLC including PD-L1; potential PD-1 combination therapy with Xalkori
Ovarian: potential to enter with olaparib
Prostate: built on AZN’s in-line presence; potential combination therapy with palbociclib and AZN’s P13K
Combined Leadership in Oncology Based on 2013 Sales3 (Unaudited)
AZN ($ millions)1 PFE ($ millions)2 Roche
Sutent $1,204 Novartis4 Zoladex $996 Celgene Faslodex 681 Torisel 133 PFE + AZN
Iressa 647 + Xalkori 282 JNJ 2013 Sales Arimidex 351 Inlyta 319 Lilly Ranking5 Casodex 376 Bosulif 32 BMS
AZN
Others 142 Others 193
Pfizer
TOTAL $3,193 TOTAL $2,163 Takeda Sanofi
$5.36bn combined #4 combined
Note: Please see appendix page “Footnotes and Sources” for footnote details
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AZN Product Launches vs. Loss of Exclusivity
$5
$1 $7
$bn $261 $25.7 $27.2 2
$24.9 $25
2013 Revenue In-line Product New Products Major Product 2018E Revenue Changes LOEs
Note: Please see appendix page “Footnotes and Sources” for footnote details
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AZN’s New Revenue “Targets” — Dramatically Above Independent Forecasts
We would like to engage with AZN to discuss the assumptions behind their product-by-product forecasts and specific drivers of forecasted growth
Equity Research Mean Revenue Estimates vs. AZN Guidance
$50
2014-2017 CAGR1 2017-2023 CAGR $45 $45
billions) $40 in $35 $
( $30 $31
$30 $28 $27
$26 $25 $26 $25 $26 Revenue $25 $25 $24 $24 $20
$15
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Equity Research AstraZeneca Management
Note: Please see appendix page “Footnotes and Sources” for footnote details
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Proposal Provides Significant Premium To AZN Price Targets
Attractive premium, with value substantially in excess of analyst expectations
Prior to 20 April Sunday Times article, Ł36.561 mean analyst price target for AZN
Reflected research analysts’ beliefs on AZN’s “ambitious journey” driven by pipeline as laid out in January 2014
PFE’s cash and share proposal of 2 May generated an indicative value on that date of Ł502 per share, representing a 37% premium to mean analyst price target
Note: Please see appendix page “Footnotes and Sources” for footnote details
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Proposal Provides Significant Premium To AZN Share Price
Sunday Times Article
Ł52.00 (20/4/14)
2 May Proposal Indicative Value @ Ł501
50.00
48.00 One Year Average: 5 Jan Proposal:
44% Premium2 Unaffected 39% Premium 17 Apr Price:
46.00
32% Premium
44.00 Mean Analyst Price Target (Unaffected): 37% Premium
42.00
40.00
First PFE contact (25/11/13)
38.00 Mean Analyst Price Target (Unaffected)3
36.00 One-Year Average
34.00
32.00 AZN Share At JPM Conference (14/01/14), AZN update on AZN’s “ambitious journey”, targeting 2017 revenue broadly in Price MedImmune R&D roadshow
30.00 line with 2013, and providing new update on pipeline (7/11/13)
28.00
17/4/13 17/5/13 17/6/13 17/7/13 17/8/13 17/9/13 17/10/13 17/11/13 17/12/13 17/1/14 17/2/14 17/3/14 17/4/14
Note: Please see appendix page “Footnotes and Sources” for footnote details
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Executive Summary
Compelling strategic rationale for Pfizer (PFE) / AstraZeneca (AZN) combination Clinical/regulatory/reimbursement risks continue to increase the cost of drug development and the risk profile of the pharmaceutical industry AZN standalone business faces challenges
Predictability of revenue loss—major products with total 2013A sales of ~$14bn1 facing near-term patent expiration
Uncertainty of revenue potential—attractive but high-risk pipeline that still requires significant investment PFE’s business model with distinct innovative and established pharmaceutical businesses would provide an opportunity to optimise AZN’s complementary portfolios Expected strong and consistent pro forma cash flow enabling continued investment in innovation and shareholder return
PFE’s 2 May proposal offers AZN shareholders significant and immediate value creation opportunity2 Substantial premium to both AZN unaffected share price (17 April) and analyst price targets Significant cash component Expected to 3 be accretive to adjusted diluted EPS in first full year and to accelerate adjusted diluted EPS growth thereafter4 Ongoing value creation from anticipated operational and financial synergies
PFE is confident the transaction is deliverable
PFE continues to want to engage with AZN Constructive engagement may lead to a transaction that AZN can recommend 2 May proposal based only on public information
Note: Please see appendix page “Footnotes and Sources” for footnote details
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Key Takeaways & Next Steps
PFE’s existing proposal provides compelling value and ample reason for AZN to engage
We need AZN to demonstrate its value Opportunity for AZN management to provide us with a better understanding of the business and its prospects, and the credible basis for their new long-range targets We will be disciplined on price PFE is keen to engage with the AZN Board AZN can work with PFE to help deliver optimal deal terms and structure
We continue to believe engagement is in the best interest of all AZN and PFE stakeholders
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Appendix
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Overview of PFE
NEARLY
$52 $18
BILLION BILLION
Revenue in 2013 products with sales >$1 of Cash Flow from to shareholders through billion in 2013 Operations in 2013 dividends and share repurchases in 2011-2013
Approximately 150
78,600
colleagues around the countries manufacturing R&D partner institutions globe (as of 31/3/2014) in which PFE sites worldwide (as of sells products 4Q’13)
Note: Please see appendix page “Footnotes and Sources” for footnote details
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Strategic Rationale
Complementary Innovative Portfolios
Global Innovative Pharma (GIP)
PFE AZN
Inflammation Xeljanz Lesinurad
& Immunology Enbrel Brodalumab
Cardiovascular Eliquis Brilinta
/ Metabolics Chantix Onglyza bococizumab Bydureon Forxiga Myalept Epanova
Roxadustat
Neuro / Pain Lyrica (ex-EU) Naloxegol Embeda Flector
Remoxy ALO-02
Rare Diseases Genotropin Synagis
& Other Benefix Specialty Care Refacto Rebif Rapamune Elelyso
Women’s & Viagra (US) Men’s Health Duavee Toviaz Viviant
Vaccines, Oncology, Consumer Health (VOC)
PFE AZN
Vaccines Prevnar FluMist
MnB vaccine FluMist-Quadrivalent
Oncology Sutent Faslodex Xalkori Iressa Inlyta Caprelsa Bosulif Moxetumomab Torisel Olaparib Palbociclib Selumetinib MEDI-4736
Consumer Advil Health Caltrate Centrum ChapStick Emergen-C
Imedeen Nexium OTC Robitussin
Complementary attractive portfolios across multiple key therapeutic areas
Innovative leadership at a global scale
Strong combined Oncology, Vaccines and Specialty segments with greater critical mass
Exciting combined Cardiovascular and Immunology/Inflammation franchises
Complementary fit for Diabetes franchise with PFE primary care strength
Note: Phase 3 and registration programs in italics; Only includes select commercial and development programs; Excludes respiratory and infectious disease assets (included as part of GEP)
Innovative biopharma leadership – driving strong potential value creation
Note: Please see appendix page “Footnotes and Sources” for additional information
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Strategic Rationale
Complementary Innovative Pipelines, Strengthens Key TAs
Global Innovative Pharma (GIP)
PFE AZN
Inflammation PD-0360324 Brodalumab
& Immunology PF-00547659 Lesinurad PF-04171327 Mavrilimumab PF-04236921 MEDI-2070 PF-05285401 MEDI-546 PF-06473871 MEDI-7183 PH-797804 Sifalimumab RDEA3170
Cardiovascular bococizumab Roxadustat
/ Metabolics PF-00489791 AZD-1722 PF-04634817 AZD-4901 PF-04937319 PF-05175157
Neuro / Pain Remoxy Naloxegol ALO-02 AZD-3241
Tanezumab AZD-5213 PF-02545920 PF-04360365 PF-05212377
Rare Diseases Tafamidis AZD-5847
& Other Rivipansel Specialty Care
Strong combined pipeline driving potential innovative growth
Diversifies risk away from individual binary events
Limits future need to go outside organisation to augment pipeline
Steady stream of anticipated innovative new product launches
Potentially synergistic in key areas such as Oncology, CV/Metabolics
Note: Phase 3 and registration programs in italics; Only includes select development programs; Excludes respiratory and infectious disease assets (included as part of GEP)
Exciting combined pipeline with potential clinical synergies
Note: Please see appendix page “Footnotes and Sources” for additional information
Vaccines, Oncology, Consumer Health (VOC)
PFE AZN
Vaccines MnB vaccine
Staph A vaccine
Oncology Palbociclib Moxetumomab
PF-03446962 Olaparib PF-05212384 Selumetinib PF-04449913 MEDI-4736 PD-0325901 AZD-9291 PF-03084014 Tremelimumab PF-05082566 AZD-4547 PF-06263507 MEDI-551 PF-0643922 AZD-1775 AMP-514 MEDI-6469 AZD-5363 AZD-2014 MEDI-573
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Vaccines, Oncology, Consumer Health (VOC)
PFE AZN
Vaccines MnB vaccine
Staph A vaccine
Oncology Palbociclib Moxetumomab
PF-03446962 Olaparib PF-05212384 Selumetinib PF-04449913 MEDI-4736 PD-0325901 AZD-9291 PF-03084014 Tremelimumab PF-05082566 AZD-4547 PF-06263507 MEDI-551 PF-0643922 AZD-1775 AMP-514 MEDI-6469 AZD-5363 AZD-2014 MEDI-573
Strategic Rationale
Complementary Established Portfolios
Global Established Products (GEP)
PFE
AZN
Primary &
Lipitor, Celebrex,
Symbicort
Specialty
Viagra (ex-US), Revatio,
Pulmicort
Care Assets
Lyrica (EU), Pristiq,
Crestor
Aricept, Spiriva, Caduet,
Seroquel XR
Detrol, Inspra, Vfend,
Zoladex
Zyvox, Tygacil,
Arimidex
Xalabrands, Geodon,
Casodex
EpiPen, Premarin
Merrem
Zinforo
Biosimilars
Monoclonal antibodies
Growth
Solid Oral Dose, Sterile
Benralizumab
initiatives /
Injectibles, Branded
Tralokinumab
Pipeline
Value Offering (Hisun,
PT003 / PT001
Teuto, Mylan)
CAZ-AVI
Quillivant
CXL
Other
Respiratory
Pipeline
Legacy
Norvasc, Cardura,
Prilosec
Brands
Zoloft, Neurontin,
Atacand
Camptosar, Aromasin,
Toprol
Medrol, Sulperazon,
Seloken
Sermion, Ativan,
Seroquel
Protonix, Effexor,
Nexium
Xanax, etc
Scale and Breadth to Maximise Potential of Established Portfolios
Increased critical mass for market access and cost efficiencies
Enhanced presence and infrastructure across emerging markets
Development and regulatory capabilities to unlock opportunities for product lifecycle
Rapid response distribution and reliable supply of high quality, competitive cost products
Strong cash flow anticipated for reinvestment as well as return of capital to shareholders
Sustainable franchises and potential growth opportunities to maintain strong cash flow profile
Flexibility to invest in pipeline across primary care,
specialty, biosimilars
Note: Phase 3 and registration programs in italics; Only includes select commercial and development programs
Maximising the potential of mature product portfolios — strong and sustainable cash flows, well-positioned for future business options
Note: Please see appendix page “Footnotes and Sources” for additional information
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Footnotes and Sources
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1) Source: AstraZeneca Fourth Quarter and 2013 Full Year Results. Includes Nexium ($3.9bn), Crestor ($5.6bn), Seroquel XR ($1.3bn), Symbicort ($3.5bn). AstraZeneca financial information is reported in IFRS. No reconciliation to U.S. GAAP is being provided
2) 2 May 2014 proposal indicative value based on 1.845 PFE shares plus Ł15.98 per AstraZeneca share, and PFE closing share price of $31.15 and exchange rate of $1.00:Ł0.5919 on 1 May 2014
3) “Adjusted Income” and its components and “Adjusted Diluted Earnings Per Share (EPS)” are defined as reported U.S. generally accepted accounting principles (GAAP) net income attributable to
Pfizer Inc. and its components and reported diluted EPS attributable to Pfizer Inc. common shareholders excluding purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items. The adjusted income and its components and adjusted diluted EPS measures were not prepared in accordance with U.S. GAAP and are not, and should not be viewed as, substitutes for U.S. GAAP net income and its components and diluted EPS. We cannot predict the potential impact of any combination on reported diluted EPS in the first full year or thereafter
4) This should not be taken as a statement regarding PFE’s expectations for its adjusted earnings per share for 2014 or subsequent periods
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1) Excludes $11.4 billion value of shares acquired as part of the full disposition of Zoetis
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Note: Lyrica revenues from all of Europe are included in GEP. All other Lyrica revenues are included in GIP. Viagra revenues from the U.S. and Canada are included in GIP. All other Viagra revenues are included in GEP
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1) “Adjusted Income” and its components and “Adjusted Diluted Earnings Per Share (EPS)” are defined as reported U.S. generally accepted accounting principles (GAAP) net income attributable to Pfizer Inc. and its components and reported diluted EPS attributable to Pfizer Inc. common shareholders excluding purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items. The adjusted income and its components and adjusted diluted EPS measures were not prepared in accordance with U.S. GAAP and are not, and should not be viewed as, substitutes for U.S. GAAP net income and its components and diluted EPS. We cannot predict the potential impact of any combination on reported diluted EPS in the first full year or thereafter
2) This should not be taken as a statement regarding PFE’s expectations for its adjusted earnings per share for 2014 or subsequent periods
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Note: Lyrica revenues from all of Europe are included in GEP. All other Lyrica revenues are included in GIP. Viagra revenues from the U.S. and Canada are included in GIP. All other Viagra revenues are included in GEP
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1) Source: AstraZeneca Fourth Quarter and 2013 Full Year Results. Includes Nexium ($3.9bn), Crestor ($5.6bn), Seroquel XR ($1.3bn). AstraZeneca financial information is reported in IFRS. No reconciliation to U.S. GAAP is being provided
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Footnotes and Sources (Cont’d)
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Note: Pfizer and pro forma sales data are unaudited
1) This information is derived from the audited Group Financial Statements of AstraZeneca PLC for the year ended 31 December 2013, prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. No reconciliation to U.S. GAAP is being provided
2) This information is derived from Pfizer’s books and records for the year ended 31 December 2013. This information has not been audited. This information does not purport to represent the Revenues of our Oncology business under our 2014 newly formed commercial structure or the portion of Oncology Revenues to be included in our 2014 newly formed Global, Vaccines, Oncology and Consumer Healthcare operating segment
3) The unaudited pro forma combined data is being presented for informational purposes only. The pro forma data is not necessarily indicative of what the combined company’s Revenues from Oncology products actually would have been had a combination been completed for the full year 2013. The unaudited pro forma combined data does not purport to project the future Revenues from Oncology products of the combined company, if and when a combination were to be completed. There were no material transactions between Pfizer and AstraZeneca with respect to Oncology products during the period presented in the unaudited pro forma combined data that would need to be eliminated. The unaudited pro forma combined data does not reflect any revenue enhancements that the combined company might achieve as a result of a combination, if and when a combination were to be completed, or the costs necessary to achieve any revenue enhancements
4) Pro forma for acquisition of GSK oncology unit
5) Source: IMS MIDAS PFCANS factored database, MAT Q4 2013; Evaluate Pharma
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Source: Product revenue changes based on the mean of available product revenue forecasts from broker reports released since AstraZeneca’s Q1 earnings announcement on 24 April 2014. Broker reports used include: Deutsche Bank, 24 April 2014; Credit Suisse, 7 May 2014; Sanford Bernstein, 6 May 2014; Leerink Partners, 25 April 2014; SEB, 24 April 2014; and UBS, 25 April 2014
1) Source: AstraZeneca Fourth Quarter and Full Year Results 2013. AstraZeneca financial information is reported in IFRS. No reconciliation to U.S. GAAP is being provided
2) Source: Based on the mean of available revenue forecasts from broker reports released since AstraZeneca’s Q1 earnings announcement on 24 April 2014. Broker reports used includes: Credit
Suisse, 7 May 2014; Morgan Stanley, 24 April 2014; UBS, 12 May 2014; Société Générale, 12 May 2014; Danske Bank, 7 May 2014; Leerink Partners, 25 April 2014; Pareto Securities, 30 April 2014; Swedbank, 25 April 2014; Barclays, 12 May 2014; Sanford Bernstein, 6 May 2014; Deutsche Bank, 24 April 2014; Morningstar, 6 May 2014; SEB, 24 April 2014; Kepler Cheuvreux, 28 April 2014; and Liberum, 24 April 2014. AstraZeneca financial information is reported in IFRS. No reconciliation to U.S. GAAP is being provided
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Source: AstraZeneca management targets from AstraZeneca’s 6 May 2014 shareholder update. Mean revenue estimates based on the mean of available revenue forecasts from broker reports released since AstraZeneca’s Q1 earnings announcement on 24 April 2014. Broker reports used includes: Credit Suisse, 7 May 2014; Morgan Stanley, 24 April 2014; UBS, 12 May 2014; Société Générale, 12 May 2014; Danske Bank, 7 May 2014; Leerink Partners, 25 April 2014; Pareto Securities, 30 April 2014; Swedbank, 25 April 2014; Barclays, 12 May 2014; Sanford Bernstein, 6 May 2014; Deutsche Bank, 24 April 2014; Morningstar, 6 May 2014; SEB, 24 April 2014; Kepler Cheuvreux, 28 April 2014; and Liberum, 24 April 2014. AstraZeneca financial information is reported in IFRS. No reconciliation to U.S. GAAP is being provided
1) Calculated based on 2014 consensus revenue estimate. AstraZeneca financial information is reported in IFRS. No reconciliation to U.S. GAAP is being provided
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1) Source: Bloomberg, AstraZeneca mean target prices includes target prices for ordinary shares, but excludes target prices for the ADR. Based on research analyst price targets released between AstraZeneca’s Q4 2013 earnings on 6 February 2014 to 17 April 2014, last trading day before Sunday Times article. Broker reports used includes: AlphaValue,17 April 2014; Berenberg, 17 April 2014; Helvea, 16 April 2014; Barclays, 14 April 2014; Jefferies, 14 April 2014; Bryan Garnier, 11 April 2014; Bernstein, 11 April 2014; Swedbank, 9 April 2014; Panmure, 7 April 2014; Credit Suisse,
4 April 2014; BNP Paribas, 2 April 2014; Deutsche Bank, 2 April 2014; Independent Research, 19 March 2014; Société Générale, 11 March 2014; UBS, 6 March 2014; Kepler, 27 February 2014; Danske Bank, 18 February 2014; Main First, 14 February 2014; Landesbank, 10 February 2014; Pareto Securities, 10 February 2014; Handelsbanken, 7 February 2014; Nordea, 7 February 2014; Morgan Stanley, 7 February 2014; and SEB, 6 February 2014. Mean analyst price target shall not be deemed to be a forecast, projection or estimate of the future financial performance or stock price of Pfizer, AstraZeneca or the combined business following completion of any possible transaction
2) 2 May 2014 proposal indicative value based on 1.845 PFE shares plus Ł15.98 per AstraZeneca share, and PFE closing share price of $31.15 and exchange rate of $1.00:Ł0.5919 on 1 May 2014
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Footnotes and Sources (Cont’d)
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Source: Thomson-Reuters and AstraZeneca company website
1) 2 May 2014 proposal indicative value based on 1.845 PFE shares plus Ł15.98 per AstraZeneca share, and PFE closing share price of $31.15 and exchange rate of $1.00:Ł0.5919 on 1 May 2014
2) Based on average AstraZeneca share price of Ł34.73 for the one year period ending 17 April 2014
3) Source: Bloomberg, AstraZeneca mean target prices includes target prices for ordinary shares, but excludes target prices for the ADR. Based on research analyst price targets released between
AstraZeneca’s Q4 2013 earnings on 6 February 2014 to 17 April 2014, last trading day before Sunday Times article. Broker reports used includes: AlphaValue,17 April 2014; Berenberg, 17 April 2014; Helvea, 16 April 2014; Barclays, 14 April 2014; Jefferies, 14 April 2014; Bryan Garnier, 11 April 2014; Bernstein, 11 April 2014; Swedbank, 9 April 2014; Panmure, 7 April 2014; Credit Suisse,
4 April 2014; BNP Paribas, 2 April 2014; Deutsche Bank, 2 April 2014; Independent Research, 19 March 2014; Société Générale, 11 March 2014; UBS, 6 March 2014; Kepler, 27 February 2014; Danske Bank, 18 February 2014; Main First, 14 February 2014; Landesbank, 10 February 2014; Pareto Securities, 10 February 2014; Handelsbanken, 7 February 2014; Nordea, 7 February 2014; Morgan Stanley, 7 February 2014; and SEB, 6 February 2014. Mean analyst price target shall not be deemed to be a forecast, projection or estimate of the future financial performance or stock price of Pfizer, AstraZeneca or the combined business following completion of any possible transaction
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1) Source: AstraZeneca Fourth Quarter and 2013 Full Year Results. Includes Nexium ($3.9bn), Crestor ($5.6bn), Seroquel XR ($1.3bn), Symbicort ($3.5bn). AstraZeneca financial information is reported in IFRS. No reconciliation to U.S. GAAP is being provided
2) 2 May 2014proposal indicative value based on 1.845 PFE shares plus Ł15.98 per AstraZeneca share, and PFE closing share price of $31.15 and exchange rate of $1.00:Ł0.5919 on 1 May 2014
3) “Adjusted Income” and its components and “Adjusted Diluted Earnings Per Share (EPS)” are defined as reported U.S. generally accepted accounting principles (GAAP) net income attributable to
Pfizer Inc. and its components and reported diluted EPS attributable to Pfizer Inc. common shareholders excluding purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items. The adjusted income and its components and adjusted diluted EPS measures were not prepared in accordance with U.S. GAAP and are not, and should not be viewed as, substitutes for U.S. GAAP net income and its components and diluted EPS. We cannot predict the potential impact of any combination on reported diluted EPS in the first full year or thereafter
4) This should not be taken as a statement regarding PFE’s expectations for its adjusted earnings per share for 2014 or subsequent periods
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Source: Pfizer management, public filings and company website
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Source: Pfizer management, public filings and company websites
Note: Lyrica revenues from all of Europe are included in GEP. All other Lyrica revenues are included in GIP. Viagra revenues from the U.S. and Canada are included in GIP. All other Viagra revenues are included in GEP
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Source: Pfizer management, public filings and company websites
Page 23:
Source: Pfizer management, public filings and company websites
Note: Lyrica revenues from all of Europe are included in GEP. All other Lyrica revenues are included in GIP. Viagra revenues from the U.S. and Canada are included in GIP. All other Viagra revenues are included in GEP
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