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January
26, 1999
WARNER-LAMBERT TO ACQUIRE
AGOURON FOR $2.1 BILLION IN STOCK
Two Industry Leaders to Build Complementary
Capabilities in Drug Discovery Agouron
MORRIS PLAINS, NJ, and LA JOLLA, CA, January 26, 1999 /WiredBird/
Warner-Lambert Company (NYSE: WLA) today announced a definitive
agreement to acquire Agouron Pharmaceuticals, Inc. (Nasdaq: AGPH),
an integrated pharmaceutical company committed to the discovery
and development of innovative therapeutic products for treatment
of cancer, AIDS and other serious diseases. Agouron achieved total
revenues of $467 million for the fiscal year ended June 30, 1998.
Under the terms of the agreement, which is valued at approximately
$2.1 billion, each share of Agouron stock will be exchanged for
approximately $60 worth of Warner-Lambert stock so long as the price
of Warner-Lambert stock is between $64.52 and $74.00 at the close
of the transaction. In no event will Agouron shareholders receive
less than 0.8108 share of Warner-Lambert common stock for each share
of Agouron common stock, nor more than 0.93 share of Warner-Lambert
common stock for each share of Agouron common stock. The exact exchange
ratio will be based on the average price of Warner-Lambert stock
prior to closing. The transaction will be accounted for as a pooling
of interests and is intended to qualify as a tax-free exchange.
It will require the approval of Agouron?s shareholders and the customary
regulatory approvals. The transaction will not require Warner-Lambert
shareholder approval and is expected to be non-dilutive to the Company?s
future earnings. Under certain circumstances if the merger agreement
is terminated, Warner-Lambert has the option to purchase up to 19.9%
of Agouron?s common stock and has the right to a fee of at least
$60 million.
Melvin R. Goodes, Warner-Lambert chairman and chief executive officer,
said, "The acquisition of Agouron is consistent with our long-term
strategy to supplement our internally generated growth with alliances,
acquisitions, licensing agreements and other creative partnerships.
In taking this action, we believe we have strategically enhanced
our prospects for long-term growth without sacrificing our ability
to meet expectations of superior near-term earnings performance.
We believe that by concentrating our resources and expanding into
important new therapeutic categories, we will be well-positioned
to continue our impressive growth in the pharmaceutical sector,
even in the face of challenging market conditions and an increasingly
global business environment."
Peter Johnson, Agouron president and chief executive officer, said,
"This is a carefully considered strategic move to maximize
Agouron?s long-term ability to bring forward new drugs for patients
confronted by cancer, viral infections, and diseases of the eye
and, at the same time, to contribute its scientific strengths to
Warner-Lambert?s efforts to discover innovative drugs in other important
therapeutic fields. Our Board unanimously concluded that this transaction
is in the best interests of shareholders, as it should provide prospects
for further value enhancement based on Warner-Lambert?s impressive
performance record."
Through this transaction, Warner-Lambert will markedly augment its
new product pipeline and will significantly expand its presence
in important therapeutic areas such as anti-virals and oncology.
In addition to gaining access to several promising late-stage compounds,
the acquisition immediately provides Warner-Lambert with the market
leading HIV product for the treatment of HIV in adults and children.
VIRACEPT? (nelfinavir mesylate), Agouron?s first commercial product,
is an HIV protease inhibitor that received marketing clearance from
the U.S. Food and Drug Administration in 1997.
"Warner-Lambert?s acquisition of Agouron is another demonstration
of our commitment to sustain our position among the fastest growing
companies in the pharmaceutical industry. We have already made significant
progress by more than doubling our worldwide pharmaceutical business
in less than two years. In 1996, our worldwide pharmaceutical revenues
totaled $2.5 billion. By the end of 1999, we expect they will exceed
$7 billion. This merger is intended to strengthen our research and
development capabilities through access to complementary technologies
such as structure-based drug design," said Anthony H. Wild,
president, pharmaceutical sector of Warner-Lambert.
Warner-Lambert and Agouron agreed that this transaction will enhance
both companies? capabilities in drug discovery. Agouron will gain
global reach in development and commercial infrastructure, which
is of particular importance with several new product launches anticipated
in the next few years. Agouron will also benefit from additional
resources that will permit it to expand its innovative approach
to rational drug design.
Agouron, based in La Jolla, California, is an integrated
pharmaceutical company engaged in the discovery, development and
commercialization of drugs for treatment of cancer, viral diseases,
and diseases of the eye. The Company is distinguished as an innovator
and leader in the design of novel synthetic drugs based upon the
molecular structures of target proteins that play key roles in human
disease. It has integrated this technology with high-throughput
screening of combinatorial chemical libraries. Agouron?s anti-HIV
drug, VIRACEPT, marketed in North America by the Company?s own commercial
organization, is the market leader of drugs for treatment of HIV
infection and AIDS in the United States. The company employs more
than 1000 people of whom approximately 700 are engaged in research
and development.
Warner-Lambert is a worldwide company devoted to
discovering, developing, manufacturing, and marketing quality pharmaceutical,
consumer health care, and confectionery products. Warner-Lambert
employs more than 40,000 people worldwide.
Statements made in this press release that state
"we believe," or other wise state the Company?s predictions for
the future are forward-looking statements. Actual results might
differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual
results to materially differ from those in the forward-looking statements
is contained in the Company?s Annual Report on Form 10K for the
year ended June 31, 1998 filed with the U.S. Securities and Exchange
Commission. For a copy of this filing, please call the media or
investor relations contacts listed on this press release.
For more information on Agouron, you may visit the Agouron Web Site
at: http://www.agouron.com
and for more information on Warner-Lambert?s you may go to
http://www.warner-lambert.com.
VIRACEPT? is a registered trademark of Agouron Pharmaceuticals,
Inc.
VIRACEPT is indicated for the treatment of HIV infection when antiretroviral
therapy is warranted. This indication is based on analyses of surrogate
marker changes in patients who received VIRACEPT in combination
with nucleoside analogues or alone for up to 24 weeks. At present,
there are no results from controlled trials evaluating the effect
of therapy with VIRACEPT on clinical progression of HIV infection,
such as survival or the incidence of opportunistic infections.
The most commonly observed adverse event of moderate
or greater severity in clinical trials of VIRACEPT was diarrhea,
which was generally controlled with over-the-counter medications.
New onset or exacerbation of diabetes mellitus and hyperglycemia,
as well as increased bleeding in patients with hemophilia types
A and B, have been reported with protease inhibitors.
SOURCE AGOURON
Agouron Contact: Donna Nichols (619) 622-3009
Warner-Lambert Contacts: Media Contact: Carol Goodrich (973) 540-3620
Investor Relations Contact: George Shields (973) 540-6916 John Howarth
(973) 540-4874
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