(MEBG) – The Federal Trade Commission (FTC) at last cleared the way for Pfitzer Inc.’s $114.7 billion, all stock purchase of rival Warner-Lambert Co. The Pfitzer acquisition’s final approval ends one of the biggest takeover battles in corporate history, and creates the largest U.S. drug maker—surpassing Merck & Co.—and the world’s largest pharmaceuticals company in terms of market value.
Warner-Lambert is a global company, employing more than 43,000 people worldwide, and is devoted to discovering, manufacturing, developing and marketing quality pharmaceuticals, consumer health and care products.
The combined Pfitzer/Warner-Lambert group would have a market capitalization of $302 billion, and estimated revenues of $31 billion for the year 2000, from products such as Warner-Lambert’s Lipitor—the cholesterol-lowering drug—and Pfitzer’s Viagra—the popular impotence drug.
Under the terms of the merger agreement, Pfitzer will exchange 2.75 shares of its common stock for each outstanding share of Warner-Lambert in a tax-free environment. The deal was initially valued at $90 billion when announced in February, but has risen as Pfitzer’s stock price has climbed.
In agreement with the FTC’s request, the two companies agreed that Pfitzer would sell RID, its head-lice treatment to Bayer Corp., which competes with Warner-Lambert’s NIX. It will also end Warner-Lambert’s joint marketing agreement with Forest Laboratories for the antidepressant Celexa, which competes with Pfitzer’s Zoloft in the $7 billion-a-year antidepressant market.
The joint company will also relinquish all development and marketing rights of an experimental anti-cancer compound to its alliance partner, OSI Pharmaceuticals Inc, and will divest Warner-Lambert’s assets in Cognex—a treatment for Alzheimer’s disease—to First Horizon Pharmaceutical Corp.
