a6067068.htm
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): October 14, 2009
PFIZER
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-3619 |
|
13-5315170 |
| (State or other
jurisdiction of incorporation) |
|
(Commission File
Number) |
|
(I.R.S.
Employer Identification No.) |
| 235 East 42nd
Street |
|
|
10017 |
| New York, New
York |
|
|
(Zip
Code) |
(Address
of principal executive offices)
Registrant's
telephone number, including area code:
(212)
733-2323
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 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, as amended
on September 30, 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 has been approved by Wyeth's stockholders,
all required regulatory agencies and Pfizer has completed the financing for the
Merger. The Merger is subject to usual and customary closing
conditions.
Unaudited
pro forma condensed combined financial information of Pfizer and Wyeth as of and
for the six months ended June 28, 2009 and for the year ended December 31, 2008
and Wyeth’s unaudited historical consolidated condensed financial statements as
of and for the six months ended June 30, 2009 and related notes are attached
hereto as Exhibits 99.1 and 99.2, respectively.
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 pending 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 pending 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 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, as amended on April 30, 2009, and Pfizer’s
Registration Statement on Form S-4, which was declared effective by the SEC on
June 17, 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 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 Current Report
on Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
| |
99.1 |
Unaudited Pro Forma
Condensed Combined Financial Statements of Pfizer and Wyeth as of and for
the six months ended June 28, 2009 and for the year ended December 31,
2008. |
| |
|
|
| |
99.2 |
Wyeth’s Unaudited
Historical Consolidated Condensed Financial Statements as of and for the
six months ended June 30, 2009 and notes
thereto. |
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.
| |
PFIZER
INC. |
| |
|
|
|
|
By:
|
/s/ Matthew
Lepore |
| |
|
Matthew
Lepore |
| |
|
Vice
President, Chief Counsel – Corporate Governance, |
| |
|
and
Assistant General Counsel |
| |
|
|
| |
|
|
| Dated:
October 14, 2009 |
|
|
EXHIBIT
INDEX
| Exhibit
No. |
Description |
| |
|
| 99.1 |
Unaudited Pro Forma
Condensed Combined Financial Statements of Pfizer and Wyeth as of and for
the six months ended June 28, 2009 and for the year ended December 31,
2008. |
| |
|
| 99.2 |
Wyeth’s Unaudited
Historical Consolidated Condensed Financial Statements as of and for the
six months ended June 30, 2009 and notes
thereto. |