UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): March 13, 2009
PFIZER
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-3619
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13-5315170
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(State
or other
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(Commission
File
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(I.R.S.
Employer
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jurisdiction
of
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(Number)
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Identification
No.)
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incorporation)
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235
East 42nd Street
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10017
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New
York, New York
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(Zip
Code)
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(Address
of principal executive offices)
Registrant's
telephone number, including area code:
(212)
573-2323
Not
Applicable
(Former
Name or Former Address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
[x]
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2 (b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
8.01 Other Events
As previously announced, Pfizer Inc., a Delaware corporation (the “Company”), Wagner Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), and Wyeth, a
Delaware corporation, entered into a
definitive Agreement and Plan of Merger dated as of January 25, 2009 (the “Merger
Agreement”). Pursuant to
the Merger Agreement and subject to the conditions set forth therein,
Merger Sub will merge with and into
Wyeth,
with Wyeth surviving as a wholly-owned
subsidiary of the Company (the “Merger”).
The Merger is subject to Wyeth shareholder approval,
governmental and regulatory approvals, the satisfaction of certain conditions
related to the debt financing for the transaction, and other usual and customary
closing conditions.
The
preliminary unaudited pro forma condensed combined financial information
reflecting the Merger and Wyeth’s audited historical consolidated financial
statements and related notes are attached hereto as Exhibits 99.1 and
99.2.
Forward Looking Statements
This Current Report on Form 8-K (including information
included or incorporated by reference herein) 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. Neither Pfizer nor Wyeth
undertake any obligation to update publicly or revise any 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 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 filed with the SEC on February 27, 2009,
included 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).
Additional
Information
In
connection with the proposed Merger, the Company 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 the Company. Wyeth will mail
the proxy statement/prospectus to its stockholders. The Company 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 the Company’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”. The Company, 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 the Company’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
definitive proxy statement filed with the SEC on March 14, 2008. You
can obtain free copies of these documents from the Company and Wyeth using the
contact information above.
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits |
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23.1
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Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm of Wyeth
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99.1
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Wyeth’s
Audited Historical Consolidated Financial Statements and Related
Notes
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99.2
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Pfizer’s
preliminary Unaudited Pro Forma Condensed Combined Financial Statements
and Related
Notes
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SIGNATURE
Under the
requirements of the Securities Exchange Act of 1934, the registrant has caused
this report to be signed on its behalf by the authorized
undersigned.
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PFIZER
INC.
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By:/s/ Matthew
Lepore
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Matthew
Lepore
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Vice
President, Chief Counsel – Corporate Governance,
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and
Assistant General
Counsel
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EXHIBIT
INDEX
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Exhibit No.
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Description
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23.1
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Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm of Wyeth
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99.1
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Wyeth’s
Audited Historical Consolidated Financial Statements
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99.2
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Pfizer’s
preliminary Unaudited Pro Forma Condensed Combined Financial
Statements
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