What is the main purpose of this 8-K filing?

The primary purpose of this 8-K filing is to provide investors with access to the preliminary unaudited pro forma condensed combined financial statements reflecting the proposed merger with Wyeth, and Wyeth's audited historical financial statements. This information is crucial for understanding the potential financial impact of the transaction.

What are the key conditions for the Pfizer-Wyeth merger to be completed?

The merger is subject to several critical conditions, including approval by Wyeth's shareholders, obtaining necessary governmental and regulatory approvals, satisfaction of certain debt financing conditions, and other usual closing conditions. Failure to meet any of these can prevent the merger from closing.

Where can investors find more detailed information about the merger?

Investors are strongly advised to read the proxy statement/prospectus on Form S-4, which Pfizer will file with the SEC. This document will contain comprehensive information about the proposed merger. Additionally, all related SEC filings can be accessed for free on the SEC's website (www.sec.gov), Pfizer's investor relations website (www.pfizer.com), and Wyeth's investor relations website (www.wyeth.com).

What are the risks associated with this merger that investors should be aware of?

The filing highlights significant risks, including the possibility that expected synergies may not be realized, difficulties in integrating the businesses, potential disruptions to business relationships, regulatory challenges, patent expirations, and exposure to litigation or regulatory actions. Investors are directed to the 'Risk Factors' sections of the companies' 2008 10-K filings for a more exhaustive list of potential risks.

PFE 8-K SEC Disclosure — Mar 13, 2009

Summary

Pfizer Inc. (PFE) filed an 8-K on March 13, 2009, primarily to disclose the attachment of preliminary unaudited pro forma combined financial statements and Wyeth's audited historical financial statements in connection with Pfizer's previously announced merger with Wyeth. The filing reiterates the terms of the merger agreement, which involves a merger of Pfizer's subsidiary Wagner Acquisition Corp. with Wyeth, with Wyeth becoming a wholly-owned subsidiary of Pfizer. The transaction is subject to shareholder and regulatory approvals, as well as other customary closing conditions.

Key Highlights

1Pfizer is providing preliminary unaudited pro forma condensed combined financial information related to the Wyeth merger.
2Wyeth's audited historical consolidated financial statements and related notes are also included as exhibits.
3The merger remains subject to several conditions, including Wyeth shareholder approval, governmental and regulatory approvals, and debt financing conditions.
4The filing includes standard forward-looking statements and disclaimers regarding the risks and uncertainties associated with the merger.
5Investors are encouraged to read the forthcoming proxy statement/prospectus on Form S-4 for important information about the proposed merger.
6Copies of all related SEC filings are available on the SEC's website, Pfizer's website, and Wyeth's website.

PFIZER INC 8-K Report, Corporate Update (Mar 13, 2009)

Summary

Key Highlights

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