-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q1vJarZgAAk6GaIZM8oHzkgjODKTks/CUTvL+5SvItLfDX76gj33r66jr152RkpK duH4Ua8ZNeSXlhW8Rj+o5A== 0000078003-09-000068.txt : 20090407 0000078003-09-000068.hdr.sgml : 20090407 20090407140645 ACCESSION NUMBER: 0000078003-09-000068 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090407 DATE AS OF CHANGE: 20090407 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WYETH CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01225 FILM NUMBER: 09737218 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 20020308 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PFIZER INC CENTRAL INDEX KEY: 0000078003 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 135315170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 235 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125732323 MAIL ADDRESS: STREET 1: 235 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: PFIZER CHARLES & CO INC DATE OF NAME CHANGE: 19710908 425 1 pf8k0409.htm PFIZER INC. 8-K Pfizer Inc. 8K -

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): April 7, 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
New York, New York
(Address of principal executive offices)

 
10017
(Zip Code)

Registrant's telephone number, including area code:

(212) 573-2323


(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

On April 7, 2009, Pfizer Inc. issued a press release announcing the operating structure of the Company and certain senior leadership positions that will be effective upon the closing of its acquisition of Wyeth. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. On April 7, 2009, Pfizer also distributed a letter from Pfizer Chairman and CEO, Jeffrey B. Kindler, to Pfizer's employees. A copy of the letter to employees is attached hereto as Exhibit 99.2 and is incorporated by reference herein..

 

 

Item 9.01 Financial Statements and Exhibits.  
(d) Exhibits    
99.1 Pfizer Inc. Press Release dated April 7, 2009  
99.2 Letter to Pfizer Employees  

 

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
   
Title: Vice President, Chief Counsel - Corporate Governance, and Assistant General Counsel
Dated: April 7, 2009    

 

EXHIBIT INDEX

Exhibit No.

Description
99.1 Pfizer Inc. Press Release dated April 7, 2009
99.2 Letter to Pfizer Employees

 

EX-99.1 2 ex990409.htm PRESS RELEASE DATED APRIL 7, 2009 Pfizer Inc. Press release

Exhibit 99.1

 

For immediate release: Media Contacts:
April 7, 2009 Ray Kerins
  (212) 733-9203
  Joan Campion
  (212)733-2798
 


Investor Contacts:

  Suzanne Harnett
  (212) 733-8009
  Jennifer Davis
  (212) 733-0717

Pfizer Announces Operating Structure and Select Senior Leadership Posts to Be Effective Immediately Upon Close of Wyeth Acquisition
---
Innovative Approach to Research Supporting Nine Diverse Businesses:
Primary Care, Specialty Care & Vaccines, Emerging Markets, Oncology, Established Products, Animal Health, Capsugel, Consumer Health, Nutritional Health


NEW YORK, NY, April 7 -- Pfizer (NYSE: PFE) today announced the planned leadership and organizational structure for its research and commercial operations that will become effective when the Wyeth acquisition closes.

The company will establish a unique research model designed to advance the strong scientific capabilities of both Pfizer and Wyeth (NYSE: WYE) and to support the new company's nine diverse health care businesses. At the senior-most level of the organization, Pfizer will retain eight senior executives from Wyeth who will join the company post-closing.

CEOs Jeff Kindler and Bernard Poussot and senior leadership of both companies continue to work closely together through the integration process. As planning continues, additional appointments are expected that will enable Pfizer to begin appreciating the benefits of the combined company with a new team and structure in place immediately following the close of the acquisition.

A New Approach for Research
To maximize new opportunities in biopharmaceutical research, Pfizer will form two distinct research organizations. The PharmaTherapeutics Research Group will focus on the discovery of small molecules and related modalities and will be led by Martin Mackay, who now leads Pfizer Global Research & Development (PGRD). The BioTherapeutics Research Group will focus on large-molecule research, including vaccines, and will be led by Mikael Dolsten, who currently serves as President of Wyeth Research. Both Dr. Dolsten and Dr. Mackay will serve as presidents of their respective organizations and members of Pfizer's Executive Leadership Team, and both will report to Pfizer Chairman and Chief Executive Officer Jeff Kindler.

The new BioTherapeutics Research Group will capitalize on Wyeth's industry-leading expertise in biologics and build on the momentum established by both Pfizer's Biotherapeutics and Bioinnovation Center (BBC) and centers of large-molecule research and pharmaceutical science excellence in PGRD, which will be part of the new, larger group. This new group's mandate will be to create a broad and deep pipeline in vaccines, antibodies, proteins, peptides, nucleic acids and other novel modalities. The PharmaTherapeutics Research Group will continue to advance the strong legacy of both Pfizer and Wyeth in small-molecule discovery.

Within these two research groups, small, focused scientific teams - targeting specific high-potential therapeutic areas and leading-edge innovative technologies - will be led by world-class Chief Scientific Officers who will act as single points of accountability for delivering medical advances on behalf of the company. These teams will be responsible for creating a rich portfolio of both small and large molecules from across both research organizations and, in particular, with delivering positive proofs-of-concept for Pfizer's business units to develop. They will also aggressively pursue collaborations with top academic, public-sector and private-sector institutions to accelerate research and development of new medicines.

The combined scientific teams and programs of the two companies will enable Pfizer to make significant advances in vaccines and neuroscience, among many other areas of unmet medical need. In that connection, Emilio Emini, who currently heads Wyeth's Vaccine Research; and Development, will join Pfizer as Chief Scientific Officer, Vaccine Research, and Menelas Pangalos, who currently serves as Wyeth's Head of Discovery, will join Pfizer as Chief Scientific Officer, Neuroscience Research. Dr. Emini and Dr. Pangalos bring incomparable scientific expertise and outstanding leadership to Pfizer, which are essential to building the world's premier biopharmaceutical research and development organization.

Additionally, Pfizer will form a team of top scientists from both companies who will seek and evaluate new technologies, platforms and pre-proof-of-concept small and large molecules from external sources. As this group identifies promising early-stage candidates from outside the company, it will collaborate with Pfizer's business development team to pursue these opportunities. By complementing Pfizer's internal research efforts, these scientists will help assure Pfizer has access to the broadest set of early stage compounds and technologies available to find new medicines for patients.

"Creating two distinct, but complementary, research organizations, led by the top scientist from each company, will provide sharper focus, less bureaucracy and clearer accountability in drug discovery," Mr. Kindler said. "This structure powerfully states our commitment to becoming the industry leader in small molecules, large molecules and vaccines. Our approach to research will fuel our discovery efforts, inspire top talent and translate into high-impact new medicines for patients. I am honored that world-class scientists like Drs. Dolsten, Emini and Pangalos will be joining the outstanding scientists at Pfizer and, as we continue our integration planning, I look forward to our welcoming many more distinguished Wyeth scientists to our organization."

Enhanced Commercial Operating Structure
The new Pfizer will consist of nine diverse global health care businesses. As is the case at Pfizer today, the leader of each of the company's biopharmaceutical businesses will have clear accountability for results from initial product development to providing access to patients and through to the end of the product's life cycle. The businesses will be led by world-class executives from both Pfizer and Wyeth who will have the resources to pursue attractive growth opportunities and to meet the needs of patients and customers around the world.

Ian Read, currently President of Worldwide Pharmaceutical Operations for Pfizer, will become Group President, Pfizer BioPharmaceutical Businesses, and remain a member of the Executive Leadership Team reporting to Mr. Kindler. In that capacity, he will lead a group that includes five leading biopharmaceutical businesses:

  • Primary Care, led by President Olivier Brandicourt, will be the world's leading primary care business, with strong positions in cardiovascular (#1), infectious disease (#2), immunology (#4) and central nervous system diseases (#2), and with unique research and development opportunities in areas like Alzheimer's disease and pain.
  • Specialty Care and Vaccines will be led by President Geno Germano, currently President of Wyeth's U.S. and Pharmaceuticals business units. It will be the world's second largest specialty care business, with prominent positions in inflammation (#2), vaccines (#4) and immunology (#4); leading products such as Enbrel, the world's leading biologic and Prevnar, the world's leading vaccine; and a strong pipeline of small- and large-molecule compounds.

Jim Connolly, currently Wyeth's Executive Vice President & General Manager, Vaccines, will join the Specialty Care and Vaccines Business Unit as President, Vaccines, reporting to Mr. Germano. He will lead an integrated vaccine business comprising marketing, sales and medical affairs, which will align closely with the Vaccine Research group led by Dr. Emini. They will work together to bring innovative new vaccines to patients around the globe.

  • Emerging Markets will continue to be led by President Jean-Michel Halfon and will have a significantly enhanced presence in high-growth, less-developed and under-penetrated markets, including those in Latin America, the Middle East and China.
  • Oncology will continue to be led by President Garry Nicholson and will continue to bring patients important treatments like Sutent. It will also bring to market one of the most robust oncology product pipelines in the biopharmaceutical industry, one that includes compounds focusing on diverse tumor types including lung, colorectal, liver, prostate and breast.
  • Established Products will continue to be led by President David Simmons and will continue to be a strong global business in a marketplace that is expected to see significant growth in the years ahead. Through portfolio enhancement and expansion activities, including new partnerships, Established Products will continue to extend Pfizer's reach into this important market segment.

Cavan Redmond, currently President of Wyeth's Consumer Healthcare business, will become Group President, Pfizer Diversified Businesses, join Pfizer's Executive Leadership Team and report to Mr. Kindler. This group will include four unique businesses, each meeting important customer needs and offering significant growth:

  • Animal Health will continue to be led by President Juan-Ramón Alaix and will have an enhanced leading position in the industry, with important large animal and companion animal products and a platform that includes vaccines, parasiticides and anti-infectives.
  • Capsugel will continue to be led by President Guido Driesen and will continue to be the world's pre-eminent manufacturer and developer of capsule products, equipment and services for the pharmaceutical and associated health care industries.
  • Consumer Health will be led by President Paul Sturman, currently President, US and Global Business Development, New Products for Wyeth Consumer Healthcare. Consumer Health will remain a leader in analgesics, cough/cold/allergy and vitamin/nutritional supplements, including brands such as Advil®, Caltrate®, Centrum®, ChapStick®, Robitussin® and ThermaCare®.
  • Nutritional Health will be led by President Erica Mann, currently Managing Director of Wyeth Australia and New Zealand. The Nutritional business at Wyeth operates in more than 50 countries and has a portfolio that includes a full line of nutritional products, including infant formulas, follow-on formulas, growing-up milks, and prenatal and adult supplements.

Mr. Kindler stated: "By putting together these businesses and combining in one team a number of strong and experienced Pfizer and Wyeth leaders, we are creating the world's premier biopharmaceutical company - one that is powerfully positioned to provide substantial value for patients, customers, colleagues and shareholders."

Integration Progress
Added Chief Financial Officer Frank D'Amelio, who is leading the integration on behalf of Pfizer: "With today's announcement we have taken another significant step in preparing for the combining of these two great companies. Having our organizational structure in place is critical to the combined company being operational on Day One, and the appointment of these leaders will accelerate our ability to do so.

"We have made substantial progress in a short period of time, particularly in financing, as well as other requirements for closing. Our progress affirms how well these two companies fit together, the value of this combination, and the commitment of our companies to rapid and successful integration," Mr. D'Amelio said.

Mr. Kindler noted: "I want particularly to thank Wyeth Chief Executive Officer Bernard Poussot for his strong and steady leadership and his partnership. He is an instrumental part of our integration efforts and will continue to provide us with critical counsel and support until the close of the acquisition. Bernard's commitment to Wyeth leaders and to the success of the combined company is extraordinary.

"We look forward to welcoming these new colleagues and I am confident Pfizer will be strengthened by the addition of many other exceptional Wyeth scientists and business leaders. They will join Pfizer colleagues with whom they share a commitment to delivering the full potential of the Pfizer-Wyeth combination to patients, customers and investors," Mr. Kindler concluded.

The leadership team will begin working together immediately upon the completion of the acquisition. Until the acquisition is complete, Pfizer and Wyeth leadership will continue in their current roles. Pfizer announced on January 26, 2009, that it is acquiring Wyeth in a cash-and-stock transaction to create the world's premier biopharmaceutical company. The acquisition remains subject to customary closing conditions, including approval by the stockholders of Wyeth, and regulatory approval in certain jurisdictions. Pfizer and Wyeth continue to expect the transaction to close at the end of the third quarter or during the fourth quarter of 2009.

ABOUT PFIZER
Pfizer Inc, founded in 1849, is dedicated to better health and greater access to health care for people and their valued animals. Every day, more than 80,000 colleagues in more than 90 countries work to discover, develop, manufacture and deliver quality, safe and effective prescription medicines to patients.

ABOUT WYETH
Wyeth is one of the world's largest research-driven pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of pharmaceuticals, vaccines, biotechnology products, nutritionals and non-prescription medicines that improve the quality of life for people worldwide. Wyeth's major divisions include Wyeth Pharmaceuticals, Wyeth Consumer Healthcare and Fort Dodge Animal Health.

Forward Looking Statements
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 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 US 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, 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).

Additional Information
In connection with the proposed acquisition of Wyeth, Pfizer filed with the SEC a Registration Statement on Form S-4 on March 27, 2009 that includes a preliminary proxy statement of Wyeth that also constitutes a prospectus of Pfizer. At the appropriate time, Wyeth will mail the final proxy statement/prospectus to its stockholders. Pfizer and Wyeth urge investors and security holders to read the proxy statement/prospectus regarding the proposed 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". Pfizer, 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 proposed acquisition. 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 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 preliminary proxy statement filed with the SEC on March 27, 2009 by Pfizer on Form S-4.

# # # # #

EX-99.2 3 ex992409.htm LETTER TO PFIZER EMPLOYEES APRIL 7, 2009 Pfizer Inc. letter

Exhibit 99.2

 

 

[PFIZER LOGO] Pfizer Inc
235 East 42nd Street
New York, NY 10017
www.pfizer.com
  __________________
  Jeffrey B. Kindler
Chairman and CEO

Dear Colleagues,

I’m writing to update you on our progress in creating the world’s premier biopharmaceutical company and, in particular, to share with you some exciting news regarding our planning for the integration of Wyeth.

You will recall that when we embarked on Our Path Forward more than a year ago, we emphasized our commitment to pursuing the very best and most forward-looking science wherever it might exist — either within or outside of Pfizer. In Wyeth, we found a partner whose capabilities and talents complement ours beautifully. When Pfizer and Wyeth join together, we will be a much stronger company that is able to fight disease in every way that science now allows — including through small molecules, large molecules and vaccines.

I want to compliment and thank the teams from both companies for their dedication to the complex task of integration. Integration is a two-way street, and we are adapting Pfizer’s organization — especially our scientific and commercial operations — to capture the best of what both companies offer.

The hard work of the integration teams has made it possible for the vast majority of Pfizer colleagues to focus their time and attention on our current business and on meeting the commitments that we have made to our stakeholders for 2009. If you are not involved in integration planning, I remind you that meeting those commitments on behalf of Pfizer — which remains a company independent of Wyeth until closing — is your first and most important priority.

We promised to keep you up to date on integration planning as decisions are made. I am pleased to report that the planning is proceeding well. Our progress affirms how well these two companies fit together, the value of this combination and the commitment of leaders from both companies to address complex integration issues openly, candidly and positively.

An important principle underlying our planning is our belief that it is critical to have clear lines of accountability in place on the day the combined company begins operating so as to minimize the disruptions and distractions typically associated with integrations. In that regard, I’m excited to tell you today about a number of first-class Wyeth scientists and business leaders who have agreed to join us, upon close, and the very positive impact this will have on our science and our business. As planning continues, additional appointments are expected that will enable Pfizer to begin appreciating the benefits of the combined company with a new team and structure in place immediately following the close of the acquisition.

A New Approach for Research

The science of biopharmaceutical research continues to change quickly and, among the many exciting directions it is taking, two are particularly important and promising. One pursues new medicines that are based on small molecular weight drug discovery, and another looks for opportunities for medicines that are based on large molecular weight drug discovery. To bring more innovative medicines to more patients more quickly, we must have the ability to advance on both fronts at once. Combining our scientists, scientific capabilities and programs with those of Wyeth will give us a powerful opportunity to do so. That’s why when this transaction closes, we will embark on a unique approach to biomedical research that no other company in our industry has taken.

Specifically, we are creating two distinct research organizations. The PharmaTherapeutics Research Group will focus on discovery of small molecules and related modalities, and Martin Mackay will lead it. This group will continue to extend the strong legacy of both Pfizer and Wyeth in small-molecule discovery. In addition, the PharmaTherapeutics Research Group will deploy scientific Partner Lines to enable the delivery of the early-stage portfolios of both research groups, as well as the late-stage portfolios of Pfizer’s business units.

The BioTherapeutics Research Group will focus on large-molecule research, including vaccines. Its leader will be Mikael Dolsten, who is currently in charge of Wyeth’s research organization. Mikael has 20 years of experience in the pharmaceutical industry, spanning R&D leadership in numerous therapeutic areas including oncology, immunology, inflammation, respiratory, cardiovascular, metabolic, central nervous system, gastrointestinal and virology. He has held senior leadership roles at Pharmacia, AstraZeneca and Boehringer Ingelheim. The group Mikael will lead will capitalize on Wyeth’s industry-leading expertise in biologics and will build on the momentum established both by the centers of large-molecule and pharmaceutical science excellence in PGRD as well as by Pfizer’s Biotherapeutics and Bioinnovation Center (BBC), which will remain a distinct federation of companies within the BioTherapeutics Research Group. Combining the world-class talent and expertise from the Wyeth, PGRD and BBC biotech groups will create an organization with a world-class set of capabilities in vaccines, antibodies, proteins, peptides, nucleic acids and other novel modalities.

Each of the two research groups will reflect the best of Pfizer’s and Wyeth’s research talent to create a truly premier biopharmaceutical research effort. Working in a coordinated, interdependent way under the collaborative leadership of Martin and Mikael, both of whom will serve on the Executive Leadership Team and report to me, these two groups will enable us to accelerate our pursuit of disease targets, using the broadest scientific arsenal possible.

Within the two research groups, small, targeted scientific teams — focused on particular therapeutic areas or specific innovative technologies — will be led by world-class Chief Scientific Officers who will be the single points of accountability for delivering medical advances. These teams will be responsible for creating a rich portfolio of both small and large molecules across both research organizations and, in particular, for delivering positive proofs-of-concept for Pfizer’s business units to develop. They will also aggressively pursue collaborations with top academic, public sector and private sector institutions to accelerate research and development of new medicines.

Additionally, we will create a team of top scientists from both companies who will seek and evaluate new technologies, platforms, and pre-proof-of-concept small and large molecules from external sources. As this group identifies promising early-stage candidates from outside the company, it will collaborate with our business development team to pursue these opportunities. By complementing our internal research efforts, these scientists will help ensure that Pfizer has access to the broadest set of early-stage compounds and technologies available.

With the Wyeth acquisition, Pfizer will have the scientists and scientific programs to make even greater advances in neuroscience and vaccines, among other fields. We will welcome Emilio Emini, who currently heads Vaccine R&D for Wyeth, to Pfizer as Chief Scientific Officer, Vaccine Research. In addition, Menelas Pangalos, Wyeth’s Head of Discovery, will join us as Chief Scientific Officer, Neuroscience Research.

The incomparable scientific expertise and outstanding leadership that Mikael, Emilio and Menelas bring to Pfizer, combined with the outstanding scientists in PGRD and the BBC, will help us build the world’s premier biopharmaceutical R&D organization. As we continue our integration planning, we can look forward to welcoming many more distinguished Wyeth scientists who will collaborate with the extraordinary scientists at Pfizer.

This is a high-level overview, of course. Martin Mackay will provide our research teams with greater detail in the coming days, demonstrating how this approach builds on our current research model and moves us beyond it. This approach will enable us to provide sharp focus, leadership and accountability in drug discovery and will translate into high-impact new medicines for patients. It will also ensure that our scientists are not encumbered by the bureaucracy that slows down innovation.

Enhanced Commercial Operating Structure

Once the Wyeth acquisition closes, the new Pfizer will consist of nine diverse global health care businesses, led by the presidents listed below. Our commercial success depends on these businesses and their leaders, who will have the freedom and accountability to operate their businesses in accordance with the needs of distinct customers. In effect, they will function as the chief executive officers of their business units. For organizational purposes, they will report to one of two executive leaders on the ELT, who will be responsible for identifying opportunities and challenges that exist across business units, helping to set corporate priorities, and coaching BU leaders.

Ian Read will assume the position of Group President, Pfizer BioPharmaceutical Businesses, and will remain a member of the Executive Leadership Team reporting to me. He will lead a group that includes five leading biopharmaceutical businesses:

Primary Care, led by Olivier Brandicourt, will be the world’s leading primary care business, with strong positions in cardiovascular (#1), infectious disease (#2), immunology (#4) and central nervous system diseases (#2), and with unique research and development opportunities in areas like Alzheimer’s disease and pain.

Specialty Care and Vaccines will be led by Geno Germano, currently President of Wyeth’s U.S. and Pharmaceuticals business units. It will be the world’s second largest specialty care business, with prominent positions in inflammation (#2), vaccines (#4) and immunology (#4); leading products such as Enbrel, the world’s leading biologic, and Prevnar, the world’s leading vaccine; and a strong pipeline of small- and large-molecule compounds.

Jim Connolly, currently Wyeth’s Executive Vice President & General Manager, Vaccines, will join the Specialty Care and Vaccines BU reporting to Geno. He will lead an integrated vaccine business comprising marketing, sales and medical affairs, which will align closely with the Vaccine Research group, led by Emilio Emini. They will partner to bring innovative new vaccines to patients around the globe.


Emerging Markets will continue to be led by Jean-Michel Halfon and will have a significantly enhanced presence in high-growth, less-developed and underpenetrated markets, including those in Latin America, the Middle East and China.

Oncology will continue to be led by Garry Nicholson and will continue to bring patients important treatments like Sutent. It will also bring to market one of the most robust oncology product pipelines in the biopharmaceutical industry, one that includes compounds focusing on diverse tumor types, including lung, colorectal, liver, prostate and breast.

Established Products will continue to be led by David Simmons and will continue to be a strong global business in a marketplace that is expected to see significant growth in the years ahead. Through portfolio enhancement and expansion activities, including new partnerships, Established Products will continue to extend Pfizer’s reach into this important market segment.

Cavan Redmond, currently President of Wyeth’s Consumer Healthcare business, will become Group President, Pfizer Diversified Businesses; he will join the ELT and will report to me. This group will include four unique businesses, each meeting important customer needs and offering significant growth:

Animal Health will continue to be led by Juan-Ramón Alaix and will have an enhanced leading position in the industry with important large animal and companion animal products and a platform that includes vaccines, parasiticides and anti-infectives.

Capsugel will continue to be led by Guido Driesen and will continue to be the world's pre-eminent manufacturer and developer of capsule products, equipment and services for the pharmaceutical and associated health care industries.

Consumer Health will be led by Paul Sturman, currently President, US and Global Business Development, New Products, for Wyeth Consumer Healthcare. Paul is a Pfizer alumnus. Prior to joining Wyeth, he was President, North America, Consumer Healthcare at Johnson & Johnson. Paul joined J&J with their 2006 acquisition of Pfizer Consumer Healthcare (PCH), at which time he was Senior Vice President, US Marketing, Canada & Caribbean for PCH. Consumer Health will remain a leader in analgesics, cough/cold/allergy and vitamin/nutritional supplements, including brands such as Advil, Caltrate, Centrum, ChapStick, Robitussin and ThermaCare.

Nutritional Health will be led by Erica Mann, currently Managing Director of Wyeth Australia and New Zealand. Nutritional Health operates in more than 50 countries and has a portfolio that includes a full line of nutritional products, including infant formulas, follow-on formulas, growing-up milks, and prenatal and adult supplements.

 

More New Medicines for Patients

All of these changes across Pfizer reflect the fact that science lies at the heart of everything we do, and they support one goal: To bring more new medicines and treatments to patients as quickly as possible, by the means that works best for patients. After all, patients do not care whether they are being treated by a small or large molecule. They just want to get well, and we’ll be more successful when we offer patients more unique options.

Primary Care is a good example of what this means. This business unit is investing in its Alzheimer’s disease portfolio to meet the growing and changing needs of patients. In partnership with Eisai, Pfizer brings to patients the leading product: Aricept. Several months ago, we launched a partnership with Medivation to grow our Alzheimer’s portfolio by developing Dimebon, a next-generation oral treatment for the disease. Similarly, Wyeth has innovative programs in development, a strong partnership with Elan and a potentially revolutionary biologic product in Phase III — bapineuzumab — that could alter the progression of the disease. Together, Pfizer and Wyeth will be able to attack Alzheimer’s disease in a number of different ways. We will be able to reach a new level in Alzheimer’s treatment much more quickly than either company would have been able to do on its own.

We see similar examples across the company. In Specialty Care, for instance, we will greatly enhance our ability to treat inflammation by adding Enbrel to our portfolio and Wyeth’s development expertise in this field to our JAK-3 program. And, when Wyeth’s Nutritional business works closely with our Emerging Markets team, we will have the chance to dramatically expand this growing business. Examples like these are just the beginning of how the combined company will be able to do much more together.

There are similar opportunities in manufacturing and a number of partner and platform lines and enabling functions. Our cultural aspirations — to be customer- and science-driven, empowered, accountable and productive — remain unchanged. But this organizational approach to our scientific and commercial teams is dramatically different from what any other biopharmaceutical company has taken before, and it is a tribute to the breadth and diversity of the future company that you and colleagues at Wyeth have helped to create.

Looking Ahead

As we move forward, our leaders will continue planning for the combination of our companies and shaping their teams to meet the needs and expectations of their unique customers through all stages of life — from prenatal vitamins to treatments for pain and inflammation; from childhood immunizations to treatments for Alzheimer’s disease. But, again, please remember that until closing, the leaders named in this letter retain their current responsibilities at their respective companies. And, let me repeat: No matter where any of us works at Pfizer, nothing is more important right now than meeting the commitments we made for 2009.

I have great respect for all of the men and women who work for Pfizer and Wyeth. In particular, I would like to thank Bernard Poussot for his continued strong leadership. He is an instrumental part of our integration efforts, and his counsel is invaluable to me in shaping the new company.

I am personally grateful for all you are doing to put these two great companies in position to join together. We are creating businesses that will have an unrivaled ability to develop products and serve patients worldwide, and this partnership simply would not be possible without your hard work and commitment. Together, we are going to do great things to bring health solutions to our world. I’m tremendously excited about the opportunities that lie ahead, and I hope you are too.

Sincerely,

/s/ Jeff


Subject to works councils and/or union consultations and other legal requirements.

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