Filed by Pfizer Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rule 14a-12
of the Securities Exchange Act of 1934
Commission File No: 001-02516
Subject Company: Pharmacia Corp.
Article from Pfizer newsletter disseminated to Pfizer employees through its
internal intranet:
TRANSITION PLANNING PROCESS GETS UNDERWAY
AS SENIOR LENDERS FROM PFIZER, PHARMACIA MEET
[Pfizer/Pharmacia LOGO] TOP MANAGEMENT FROM PFIZER AND
PHARMACIA MET LAST FRIDAY FOR THE FIRST
TIME SINCE THE ACQUISITION WAS ANNOUNCED
TO MAP OUT A PROCESS THAT WILL GUIDE
BOTH COMPANIES AS WE MOVE TOWARD CLOSING
THE TRANSACTION BY THE END OF THE YEAR.
HEADQUARTERS--Pfizer Chairman and CEO Hank McKinnell expressed his confidence
that the next several months would be stressful, but that a stronger Pfizer
would emerge.
"We are trying to create something better here," he said. "Companies hire
consultants to show them a better way to do things. Pfizer and Pharmacia are
already highly successful companies. This puts us in a wonderful position to
share ideas and practices that have already proven to be effective."
McKinnell's comments were echoed by Fred Hassan, Pharmacia's chairman and chief
executive officer, who said that his company's senior management team had
extensive experience with transitions. Pharmacia was created through a 1999
merger between Pharmacia & Upjohn and Monsanto; this was preceded by a merger in
1995 between Pharmacia AB and the Upjohn Company. "My management team and I will
bring our experience to bear on this transition to ensure a smooth and
successful integration of our company onto Pfizer," said Hassan.
The meeting was led by Pfizer's Chief Financial Officer David Shedlarz, named
last week by McKinnell to lead the overall transition process. In attendance was
the full Pfizer Leadership Team (McKinnell, Shedlarz, Karen Katen, Peter Corr,
Jeff Kindler, John Mitchell, Rob Norton, and Chuck Hardwick), as well as several
other senior Pfizer executives, including Pfizer Consumer Healthcare President
Maurice Renshaw and Animal Health Group President Pedro Lichtinger. Attending
from Pharmacia were Hassan; Richard Collier, senior vice president and general
counsel; Tim Cost, senior vice president, Corporate Affairs; Christopher
Coughlin, executive vice president and chief financial officer; and Paul Matson,
senior vice president, Human Resources.
Shedlarz said the transition process will be carried out using Pfizer's existing
governance structure, which went through a significant overhaul following the
Warner-Lambert merger, with more decision-making authority and accountability
being given to the businesses. This line-driven approach will hold true during
the integration, Shedlarz said.
Shedlarz said that the role of the Pfizer Leadership Team (PLT) will be to make
very high-level decisions that have company-wide significance, to resolve issues
and conflicts that might arise, and to ensure that the transition is being
carried out in a manner that is consistent with Pfizer values and leader
behaviors. Transition planning will become a standing agenda item for the PLT,
which meets twice a month. Hassan will be a regular participant in the portion
of the PLT meetings dedicated to transition planning.
A BUSINESS-DRIVEN PROCESS
Shedlarz said that transition teams are being created for all of our major
divisions. These teams will be responsible for the day-to-day transition
planning process - ensuring that their division meets all deliverable deadlines,
for example, and serving as a focal point for two-way communications between the
divisions and Corporate and between the divisions themselves. The leaders of
these transition teams from Pfizer are as follows:
o Animal Health Group - Pedro Lichtinger, president, AHG
o Consumer Healthcare - Tom Booth, senior vice president, Strategic
Planning & Business Development
o Corporate Affairs - Charlene Shapiro, vice president, Human
Resources
o Corporate Finance - Alan Levin, vice president, Finance
o Corporate Human Resources - Kelli Watson, vice president, Human
Resources & Planning
o Corporate Information Technology - Paul del Balso, vice
president, CIT
o Legal - Steven Kany, senior assistant general counsel
o Pfizer Global Manufacturing - Charlie Shafran, vice president,
Strategic Planning
o PGRD - Bob Karr, vice president, Strategic Management Group
o PPG - Peter Brandt, senior vice president, Finance, Planning,
Business Development, and Pfizer Health Solutions
Each team leader will have a counterpart from Pharmacia; these colleagues will
be named shortly. Team leaders from both companies will meet together for the
first time on August 13, and will meet on a regular basis thereafter. Team
leaders will serve as the primary points of contact and will control the flow of
information between Pfizer and Pharmacia, since contact on a broad basis is
prohibited (see sidebar).
Pfizer will also take advantage of the many cross-divisional teams that have
been established at the company since the Warner-Lambert merger, including the
HR Leadership Team, the Financial Management Committee, the Information
Technology Leadership Team, the Corporate Affairs Leadership Team, and the
Colleague Communications Council. These teams will help to ensure coordination
and consistency across divisions.
Shedlarz stressed the importance of communications. A separate team has been
established to provide frequent, timely, and candid communications about the
acquisition, both inside and outside the two companies.
This team is being co-led by Andy McCormick, vice president, Media Relations,
Corporate Affairs, and Laura Devlin, vice president, communications, Corporate
Human Resources. The team will include communications professionals from
businesses most effected by the acquisition, as well as several representatives
from Pharmacia.
A Program Office has also been created to work with Shedlarz, the PLT, and all
of the teams described above to keep the overall transition planning process on
track. Members of the Program Office are Joe Bonito, vice president, Worldwide
Organizational Effectiveness, PPG; Kent Bernard, assistant general counsel,
Legal; Rick Hoddeson, vice president, Operations Planning & Analysis, Corporate
Finance; Don Nelson, vice president, Human Resources, PPG; and Martha Newton,
senior director, Corporate Affairs; as well as McCormick and Devlin.
PEOPLE AND WHERE TO PUT THEM
Don Nelson presented at Friday's meeting, outlining a process for identifying
and retaining key talent from Pharmacia - a critical success factor for Pfizer
given that our business is so dependent upon intellectual capital. He said that
non-business-critical positions currently open at Pfizer will be kept open until
the deal closes in an attempt to give as many Pharmacia colleagues as possible a
chance to apply for positions within Pfizer.
Rob Norton, senior vice president, Corporate Human Resources, will be leading a
team that will look at the issue of office space in New York and New Jersey.
Pfizer is already pressed for space in New York, and this acquisition has the
Potential to exacerbate the problem.
At the end of the meeting, Shedlarz said it was critical for everyone to stay
focused on the minimum requirements needed to close the transaction, which
Pfizer hopes to do by the end of the year.
"We are off to a good start," Shedlarz said. "Let's keep the momentum going."
* * * *
SAFE HARBOR STATEMENT
THIS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING" STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATION AND ARE NATURALLY
SUBJECT TO UNCERTAINTY AND CHANGES IN CIRCUMSTANCES. ACTUAL RESULTS MAY VARY
MATERIALLY FROM THE EXPECTATIONS CONTAINED HEREIN. THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN INCLUDE STATEMENTS ABOUT FUTURE FINANCIAL OPERATING
RESULTS AND BENEFITS OF THE PENDING MERGER BETWEEN PFIZER INC. AND PHARMACIA
CORP. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DESCRIBED HEREIN INCLUDE: THE INABILITY TO OBTAIN SHAREHOLDER OR REGULATORY
APPROVALS; ACTIONS OF THE U.S., FOREIGN AND LOCAL GOVERNMENTS; THE INABILITY TO
SUCCESSFULLY INTEGRATE THE BUSINESSES OF PFIZER INC. AND PHARMACIA CORP.; COSTS
RELATED TO THE MERGER; THE INABILITY TO ACHIEVE COST-CUTTING SYNERGIES RESULTING
FROM THE MERGER; CHANGING CONSUMER OR MARKETPLACE TRENDS: AND THE GENERAL
ECONOMIC ENVIRONMENT. NEITHER PFIZER INC. NOR PHARMACIA CORP. IS UNDER ANY
OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY SUCH OBLIGATION TO) UPDATE OR ALTER
ITS FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS, OR OTHERWISE.
WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT PFIZER INC. AND PHARMACIA CORP. HAVE FILED AND WILL FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Pfizer and Pharmacia will file a proxy statement/prospectus and other relevant
documents concerning the proposed merger transaction with the SEC. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain the documents free of charge at the
website maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Pfizer free of charge by requesting them in
writing from Pfizer Inc., 235 East 42nd Street, New York, New York 10017,
Attention: Investor Relations, telephone: (212) 573-2668. You may obtain
documents filed with the SEC by Pharmacia free of charge by requesting them in
writing from Pharmacia Investor Relations, Route 206 North, Peapack, New Jersey
07977, or by telephone at (908) 901-8000.
Pfizer and Pharmacia, and their respective directors and executive officers and
other members of their management and employees, may be deemed to be
participants in the solicitation of proxies from the stockholders of Pfizer and
Pharmacia in connection with the merger. Information about the directors and
executive officers of Pfizer and their ownership of Pfizer shares is set forth
in the proxy statement for Pfizer's 2002 annual meeting of shareholders.
Information about the directors and executive officers of Pharmacia and their
ownership of Pharmacia stock is set forth in the proxy statement for Pharmacia's
2002 annual meeting of stockholders. Investors may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus when its becomes available.