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Pfizer confirms it will acquire Wyeth

1/26/2009

NEW YORK Pfizer on Monday confirmed speculation that the pharmaceutical giant would acquire Wyeth with an announcement that the two companies have entered into a definitive merger agreement.

The deal: Pfizer will acquire Wyeth in a cash-and-stock transaction currently valued at $50.19 per share, or a total of approximately $68 billion. The boards of each company have approved the combination.

“The combination of Pfizer and Wyeth provides a powerful opportunity to transform our industry,” stated Jeffrey Kindler, Pfizer chairman and CEO. “It will produce the world’s premier biopharmaceutical company, whose distinct blend of diversification, flexibility and scale positions it for success in a dynamic global healthcare environment. The new company will be an industry leader in human, animal and consumer health. With our combined biopharmaceuticals business, it will lead in primary and specialty care, as well as in small and large molecules. Its geographic presence in most of the world’s developed and developing countries will be unrivaled.”

Wyeth’s established presence in biologics — which includes Prevnar (diphtheria CRM197 protein), a pneumococcal vaccine for infants, and Enbrel (etanercept), an arthritis remedy — was cited as one of the key attractions to Pfizer in making the acquisition.

Even with a diverse stable of product offerings in growing therapeutic areas, a strong product pipeline and a premier global footprint, it is expected that no drug will account for more than 10% of the combined company’s revenue in 2012, Pfizer stated. Pfizer currently fields the leading prescription therapy worldwide, Lipitor (atorvastatin), which is expected to go off patent in 2010.

The combined company will offer customers and patients a broad range of products for every stage of life — with top-tier portfolios in such key therapeutic areas as cardiovascular, oncology, women’s health, central nervous system and infectious disease, and a diverse product portfolio that includes 17 blockbuster products with more than $1 billion each in annual revenue. Pfizer will be the second-largest specialty care provider, with products including the world’s leading biologic, Enbrel; Prevnar, the world’s largest-selling vaccine; Sutent (sunitinib malate) for cancer; Geodon (zyprasidone hydrochloride) for schizophrenia; and Zyvox (linezolid) for infection. The transaction also builds upon Pfizer’s position as a global leader in animal health, with strong product lines in attractive segments for companion animals, biologics and anti-infectives.

The combination also brings together a robust pipeline of biopharmaceutical research and development projects, including programs in diabetes, inflammation/immunology, oncology and pain, as well as significant opportunities in Wyeth’s Alzheimer’s disease pipeline, which has a number of compounds in development, including phase three biotech compound Bapineuzumab. These will be added to the exciting agents currently in early and later stage development at Pfizer for Alzheimer’s disease, illustrating the breadth and depth the new company will be able to use in targeting the diseases that most affect patients.

Under the terms of the transaction, each outstanding share of Wyeth common stock will be converted into the right to receive $33 in cash and 0.985 of a share of Pfizer common stock, subject to the terms of the merger agreement. Based on the closing price of Pfizer stock as of Jan. 23, the stock component is valued at $17.19 per share.

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