8-KOther EventsExhibits & Filings

PFIZER INC 8-K Report, Corporate Update (Oct 15, 2009)

Filed October 15, 2009For Securities:PFE

Summary

Pfizer Inc. (PFE) filed an 8-K on October 15, 2009, to provide an update on its pending acquisition of Wyeth. Key developments include the approval of the merger by Wyeth's stockholders, the completion of necessary financing by Pfizer, and the satisfaction of regulatory agency requirements. The merger agreement, initially dated January 25, 2009, and amended on September 30, 2009, outlines the merger of Wyeth into a wholly-owned subsidiary of Pfizer, with Wyeth surviving. This filing also includes unaudited pro forma condensed combined financial statements for Pfizer and Wyeth as of and for the six months ended June 28, 2009, and for the year ended December 31, 2008. Additionally, Wyeth's unaudited historical consolidated condensed financial statements for the six months ended June 30, 2009, are attached. Investors are encouraged to review these financial statements for a clearer understanding of the potential combined entity's financial position. The report also reiterates forward-looking statements and associated risks, urging investors to consult prior SEC filings for detailed risk factors.

Key Highlights

  • 1Pfizer's acquisition of Wyeth is progressing, with Wyeth stockholders and regulatory agencies having approved the merger.
  • 2Pfizer has successfully completed the financing required for the acquisition.
  • 3The merger is subject to customary closing conditions.
  • 4The filing includes unaudited pro forma combined financial statements for Pfizer and Wyeth as of and for recent periods.
  • 5Wyeth's unaudited historical financial statements for the six months ended June 30, 2009, are provided.
  • 6The report contains forward-looking statements and references prior filings for a comprehensive list of risks and uncertainties associated with the merger.
  • 7Investors are directed to review additional filings and company websites for detailed information regarding the transaction and involved parties.

Frequently Asked Questions

This 8-K filing provides an update on Pfizer Inc.'s pending acquisition of Wyeth, confirming that Wyeth's stockholders have approved the merger, regulatory agencies have given their consent, and Pfizer has secured the necessary financing. It also includes attached financial statements relevant to the merger.

The filing includes unaudited pro forma condensed combined financial statements for Pfizer and Wyeth as of and for the six months ended June 28, 2009, and for the year ended December 31, 2008. Additionally, it provides Wyeth's unaudited historical consolidated condensed financial statements as of and for the six months ended June 30, 2009.

The report highlights potential risks such as the possibility of not realizing expected synergies, integration challenges, disruption to business relationships, failure to close the merger due to unmet conditions, difficulties in predicting market conditions, patent effectiveness, and regulatory changes or litigation in the U.S. and internationally. Investors are advised to consult prior SEC filings for a more extensive list of risk factors.

Investors can find more detailed information by accessing documents filed with the SEC on www.sec.gov, including a Registration Statement on Form S-4. These documents are also available free of charge on Pfizer's website (www.pfizer.com) under 'Investors' > 'SEC Filings' and Wyeth's website (www.wyeth.com) under 'Investor Relations' > 'Financial Reports/SEC Filings'.