Summary
Pfizer Inc. (PFE) announced on July 15, 2002, the signing of a definitive Agreement and Plan of Merger with Pharmacia Corporation. This agreement outlines Pfizer's intention to acquire Pharmacia through a merger where Pharmacia will become a wholly-owned subsidiary of Pfizer. The transaction is structured as a stock-for-stock exchange, with Pharmacia shareholders set to receive 1.4 shares of Pfizer common stock for each share of Pharmacia common stock they hold. The filing also includes an amendment to existing co-promotion agreements related to Pharmacia's pain and inflammation drug, Celebrex. This amendment's effectiveness is contingent on specific termination clauses within the Merger Agreement, particularly if Pharmacia becomes obligated to pay a termination fee. Investors should note that this acquisition is subject to customary conditions, including regulatory and shareholder approvals from both companies.
Key Highlights
- 1Pfizer Inc. has entered into a definitive merger agreement to acquire Pharmacia Corporation.
- 2The acquisition will be a stock-for-stock transaction, with Pharmacia shareholders receiving 1.4 shares of Pfizer common stock per Pharmacia share.
- 3Pharmacia will become a wholly-owned subsidiary of Pfizer upon successful completion of the merger.
- 4The transaction is subject to regulatory approval and approval from both Pfizer and Pharmacia stockholders.
- 5An amendment to the CELEBREX co-promotion agreement has been made, with specific conditions for its activation tied to potential termination fees and business combination events.
- 6The filing also references Pfizer's second-quarter 2002 financial results press release, filed concurrently.