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Pfizer, Inc.
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Pharmacia Corporation
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Notes:
The following is a communication to employees.
The following is an August 6 interview with the head of Pfizer Global R&D that
appeared as an article for employees on the Pharmacia intranet. The Q&A includes
Corr's statements on prospects for the Pharmacia integration, his excitement
about Pharmacia's robust pipeline, and his opinion of Pharmacia scientists and
science practices.
CONVERSATION AT THE CAFE: PETER CORR ON INTEGRATING R&D AUGUST 6, 2002
WITH A NEW R&D ORGANIZATION IN PLACE AND THE UPCOMING INTEGRATION OF
PHARMACIA'S BROAD-BASED RESEARCH ORGANIZATION, CHALLENGES ABOUND FOR PFIZER
GLOBAL RESEARCH AND DEVELOPMENT. PETER CORR, SENIOR VICE PRESIDENT, SCIENCE AND
TECHNOLOGY, SAT DOWN WITH THE CAFE TO DISCUSS WHAT HE EXPECTS OF THE NEW PGRD.
NEW LONDON, Conn. -- WHAT IS YOUR OVERALL IMPRESSION OF THE
PHARMACIA ACQUISITION?
I think it's a wonderful opportunity for us. It gives us strength in both the
pipeline and the marketplace. It gives us depth in oncology and makes us the
number one company in opthamology -- two areas where we've had opportunities but
haven't really had a presence. Pharmacia already has three cancer drugs on the
market, and we have a full cancer pipeline, so this provides a great deal of
direction and continuity in cancer.
In ophthalmology, Pharmacia has Xalatan, the leading glaucoma medication in
every worldwide market where it competes. And they are looking into filing
Xalatan as a first-line therapy for glaucoma in the US. They also have Xalcom, a
combination therapy that's under review.
A third area where they have a strong presence is in endocrinology. Genotropin,
Pharmacia's treatment for growth disorders, is a fantastic drug. Somavert, which
is progressing toward European approval and is under review in the U.S., is an
exciting treatment for acromegaly, a life-threatening disorder caused by
overproduction of growth hormone.
We bring a lot to the table that's complementary, too. They don't have a big
presence in cardiovascular, and we do. Obviously the COX-2s will be great.
Having one company go forward with three complementary agents (Celebrex, Bextra
and Dynastat, an injectable COX-2) in this area of arthritis, inflammation and
pain is an advantage. Plus there are a variety of other possible indications
related to COX-2s across many of our therapeutic areas that would complement our
current drugs and/or drugs in development -- that's a very big plus.
WHAT ELSE DO YOU SEE IN THE PHARMACIA PIPELINE THAT'S EXCITING?
I like eplerenone for the treatment of hypertension. That's been submitted in
the U.S. and Japan, and this fall they'll have the results of a Phase III study
on its use in heart failure. We would file for that indication in 2003 in the
U.S. and file both indications in Europe in 2003.
Pharmacia also has new treatments for Parkinson's disease, rheumatoid arthritis
and asthma/chronic obstructive pulmonary disease, all of which complement,
rather than compete with, medicines we already have on the market.
SINCE YOU WERE WITH MONSANTO-SEARLE (LATER ACQUIRED BY PHARMACIA)
BEFORE YOU JOINED WARNER-LAMBERT, YOU MUST HAVE SOME INSIDER'S PERSPECTIVE ON
PHARMACIA'S R&D OPERATION. DO YOU SEE MAJOR DIFFERENCES IN OUR APPROACHES TO
R&D?
Not major differences. I think there are a great many talented people at
Pharmacia, and obviously, they've been a successful company, with a strong R&D
operation. We liked them so much we acquired them. But if I think I had to pick
one area where there are differences, I would say it's in their investment in
discovery. They tend to pour a lot more resources into a given discovery program
-- to move it along rapidly. So they'll make fewer bets and make larger bets. We
would tend to spread the risk out more among research and development. I don't
know if that's true across Pharmacia -- I do know it's true in some components
of Pharmacia.
WHAT ABOUT CULTURAL FIT, DO YOU SEE MAJOR DIFFERENCES THERE?
I think there are some differences in that Pfizer tends to
be more uniform around the world. We really have
integrated, especially since the Warner-Lambert merger. I
think when you look at Pharmacia, there are some areas
that haven't really integrated to the same extent
following their many mergers over the years. I think
culturally that will be interesting.
I can't stress enough how important it will be to maintain continuity in terms
of strategy and direction, compliance and legal issues, if we want Pfizer to
remain number one. Compliance issues are very real. And as we know from what's
going on at some of our competitors, noncompliance -- whether it's
manufacturing, R&D or regulatory -- can really hurt you. Once the acquisition is
complete, we'll be looked at as one company, so we'll have to operate as one
company.
On the other hand, what we don't want to do is to get rid of the diversity of
thought, because that's a strength in any creative, innovative environment.
We'll have to maintain that while at the same time creating continuity.
WHAT WOULD YOU SAY TO A PHARMACIA SCIENTIST TO CONVINCE HIM OR HER THAT
THIS ACQUISITION IS A GOOD THING?
I think scale matters -- especially today. They're coming to a company that has
outstanding financial resources at a time when some other companies are clearly
in trouble -- that should be quite an enticement.
They'll also benefit from our many different technologies -- not only in
discovery but in clinical sciences -- from our unmatched regulatory expertise,
and from being able to execute clinical trials on a global scale. That makes
Pfizer an exciting place to be. I had choices, and I'm here.
One of the key benefits of being part of Pfizer is that we understand that this
is essentially a people business. Respect for People is one of our core values.
And getting -- and keeping -- the best people in the world is the key to our
success. Pharmacia has a lot of great people -- and so do we.
There will always be anxieties in an acquisition. It's natural. It's important
that once we are allowed to move ahead, we move quickly, smartly, honestly and
that everyone who's involved practices the Pfizer values and understands our
leader behaviors. That will help us enormously.
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YOU MENTIONED THERE ARE ADVANTAGES OF SCALE, BUT CAN'T IT ALSO BE A
STRUGGLE, AS WE'VE LEARNED FROM THE WARNER-LAMBERT INTEGRATION. WHAT CAN WE DO
TO MAKE SURE WE KEEP SCALE IN HAND?
One of the biggest advantages scale gives us is financial flexibility. The fact
is that even within our own company prior to the merger, we were planning to
more than double our Phase III trials in 14 months, and we were going to have
trouble finding the resources to accomplish that. The acquisition will give us
the resources to move these projects forward and at the same time take on their
pipeline and move it forward.
I think we've made a lot of headway on scale. The key to effectively managing
something of this magnitude is managing decision making. You set a clear
direction and then you let the sites and teams execute against that direction.
All the decisions can't be made at the top. You put the right people in the
driver's seat, and trust them to make the decisions, following the strategy. It
always comes down to people.
We've already set clear directions for each of the therapeutic areas, and we'll
look at that very closely at Pharmacia -- how do they map into our existing
therapeutic area strategies, what are the strategies for new therapeutic areas,
and how do they all connect across the company?
As we developed our current organizational structure, we designed it so that new
sites could be essentially bolted into the system.
AT THE ANALYST'S MEETING WE RAISED OUR GOAL FROM 15 NEW DRUG
APPLICATIONS IN 5 YEARS TO 20 IN 5. HOW CONFIDENT ARE YOU THAT WE CAN REACH THAT
GOAL?
I'm confident, but we're going to have to execute in a way that we've never had
to execute before. We're going to have to be more productive and more fiscally
responsible. We're going to have to get rid of things that aren't essential to
moving projects forward. As I've said before, the project is premier. That
doesn't mean that support functions aren't important; it means that we have to
be very focused about how we spend our money and time.
WHAT IMPACT DO YOU THINK THE ACQUISITION WILL HAVE ON THE EXPLORATORY
SIDE?
None of this will be at the expense of early development or discovery. That's a
mistake many companies have made, and we are determined to maintain a healthy
early pipeline, to be sure there are always new drugs coming onto the market.
I'm quite sure the acquisition will give us the financial strength that we need
to effectively develop the exploratory development pipeline. Because of legal
limitations, we haven't had a chance to go into Pharmacia's exploratory
development or discovery pipeline in any detail, but we're already taking steps
to be sure we can move very quickly once the "bell rings" at the closing of the
acquisition.
As we did with Warner-Lambert, we'll have a "clean team," a separate,
independent, external team that will look at their exploratory development and
discovery pipeline and processes, identify opportunities and see that everything
is teed up for us by the
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closing. That way, if for some reason the deal fails -- and sometimes they do --
we haven't had competitive exposure. We still have to clear regulatory hurdles
and get the appropriate approvals throughout the world. Until then, we're two
separate companies, so anything that hasn't been discussed in any detail in the
public domain -- which is usually early phase two clinical and earlier -- is not
something we share with each other.
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SAFE HARBOR STATEMENT
Certain statements contained in this document are "forward-looking statements"
provided under the "safe harbor" protection of the Private Securities Litigation
Reform Act of 1995. These statements are made to enable a better understanding
of the Company's business, but because these forward-looking statements are
subject to many risks, uncertainties, future developments and changes over time,
actual results may differ materially from those expressed or implied by such
forward-looking statements. Examples of forward-looking statements are
statements about anticipated financial or operating results, financial
projections, business prospects, future product performance, future research and
development results, anticipated regulatory filings and approvals, and other
matters that are not historical facts. Such statements often include words such
as: "believes", "expects", "anticipates", "intends", "plans", "estimates", or
similar expressions.
These forward-looking statements are based on the information that was currently
available to the Company, and the expectations and assumptions that were deemed
reasonable by the Company, at the time when the statements were made. The
Company does not undertake any obligation to update any forward-looking
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information, future events, changed assumptions or otherwise, and all such
forward-looking statements should be read as of the time when the statements
were made, and with the recognition that these forward-looking statements may
not be complete or accurate at a later date.
Many factors may cause or contribute to actual results or events being
materially different from those expressed or implied by such forward-looking
statements. Although it is not possible to predict or identify all such factors,
they may include the following: competition for our products; pharmaceutical
pricing, price constraints and other restrictions on the marketing of products
imposed by governmental agencies or by managed care groups, institutions and
other purchasing agencies; product discovery and approval; product recalls or
withdrawals; manufacturing quality issues with respect to our products;
compliance with Current Good Manufacturing Practices and other quality assurance
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rights; product liability claims, antitrust litigation, environmental concerns,
and commercial disputes; social, legal, political and governmental developments;
changes in foreign currency exchange rates or in general economic or business
conditions including inflation and interest rates; acquisitions, divestitures,
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structure; business combinations among the Company's competitors and major
customers; changes to accounting standards or GAAP.
Readers are also urged to carefully review and consider the disclosures in
Pharmacia's various Securities and Exchange Commission ("SEC") filings,
including but not limited to Pharmacia's Annual Report on Form 10-K for the year
ended December 31, 2001, and Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002.
This release may be deemed to be solicitation material in respect of Pfizer's
proposed merger with Pharmacia. On August 14, 2002, Pfizer filed a registration
statement on Form S-4, containing a preliminary joint proxy statement/prospectus
for Pfizer and Pharmacia, with the SEC. Pfizer will file an amendment to the
registration statement, including a definitive joint proxy statement/prospectus
constituting a part thereof, and other documents with the SEC in connection with
the proposed merger. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT CONTAINING THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
securityholders will be able to receive the preliminary joint proxy
statement/prospectus constituting a part of Pfizer's registration statement on
Form S-4, the definitive versions of these materials (when they become
available) and other documents free of charge at the SEC's web site,
www.sec.gov. Investors and securityholders will also be able to receive the
definitive version of the joint proxy statement/prospectus constituting a part
of Pfizer's registration statement and other documents free of charge from
Pharmacia Investor Relations at 100 Route 206 North, Peapack, New Jersey 07977.
Pharmacia and its directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding the
interests of Pharmacia's directors and executive officers in the proposed merger
is set forth in the preliminary joint proxy statement/prospectus constituting a
part of Pfizer's registration statement, filed on August 14, 2002, and will be
set forth in an amendment to the registration statement to be filed with the
SEC, including the definitive joint proxy statement/prospectus constituting a
part thereof, that will be sent to Pharmacia shareholders.