Pfizer Inc., today announced that the U.S. Federal Trade Commission terminated the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to Pfizer's pending acquisition of Wyeth. In addition, Pfizer has received approval from the Canadian Competition Bureau for the pending acquisition.
With the receipt of these clearances, Pfizer has now satisfied the regulatory approval requirements under the merger agreement to complete the acquisition of Wyeth. Pfizer expects to close the transaction on October 15, 2009.
The Federal Trade Commission's and Canadian Competition Bureau's decisions require Pfizer to divest certain animal health assets in the U.S. and Canada, respectively, to Boehringer Ingelheim, as previously announced. In addition, the Canadian Competition Bureau's decision includes Pfizer's commitment to amend an existing distribution agreement in Canada related to Estring.
"We are pleased to have received all of the requisite regulatory approvals for our combination with Wyeth," said Jeffrey Kindler, chairman and chief executive officer, Pfizer. "We now look forward to combining the two companies so that we can achieve meaningful results for patients, customers and the communities we serve, as well as for our shareholders."
Pfizer Inc: Working Together for a Healthier World(TM)
At Pfizer, we apply science and our global resources to improve health and well-being at every stage of life. We strive to set the standard for quality, safety and value in the discovery, development and manufacturing of medicines for people and animals. Our diversified global health care portfolio includes human and animal biologic and small molecule medicines and vaccines, as well as nutritional products and many of the world's best-known consumer products. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as the world's leading biopharmaceutical company, we also collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, Pfizer has worked to make a difference for all who rely on us. To learn more about our commitments, please visit us at www.pfizer.com
This press release 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 include, but are not limited to, statements regarding when Pfizer's acquisition of Wyeth is expected to close. 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. Neither Pfizer nor Wyeth undertakes any obligation to update publicly or revise any forward-looking statements. The following factor, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy remaining closing conditions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Pfizer's 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 27, 2009, Wyeth's 2008 Annual Report on Form 10-K, as amended, filed with the SEC on February 27, 2009, including in the "Risk Factors" section of each of these filings, and each company's other filings with the SEC available at the SEC's Internet site (http://www.sec.gov).
In connection with the pending acquisition of Wyeth, Pfizer has filed with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 that includes a proxy statement of Wyeth that also constitutes a prospectus of Pfizer. Wyeth mailed the proxy statement/prospectus to its stockholders, who approved the pending acquisition on July 20, 2009. Pfizer urges investors and security holders to read the proxy statement/prospectus regarding the pending acquisition because it contains 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." Information regarding the persons who may, under the rules of the SEC, be deemed to have been participants in the solicitation of the Wyeth stockholders in connection with the pending acquisition is set forth in the proxy statement/prospectus. You can find information about Pfizer's executive officers and directors in its definitive proxy statement filed with the SEC on March 13, 2009. You can find information about Wyeth's executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as amended by Wyeth's Annual Report on Form 10-K/A, filed with the SEC on February 27, 2009 and April 30, 2009, respectively, and the definitive proxy statement/prospectus for Wyeth's 2009 Annual Meeting of Shareholders, which was filed with the SEC on June 17, 2009. The information contained in Pfizer's and Wyeth's websites is not incorporated by reference and does not constitute a part of this press release.