MORRIS PLAINS, N.J., and LA JOLLA, Calif., Jan. 26 /PRNewswire/ --
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(R) (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.
VIRACEPT(R) 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 Pharmaceuticals, Inc.
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Related links:
http://www.agouron.com
Company News On-Call:
http://www.prnewswire.com/comp/019650.html or fax,
800-758-5804, ext. 019650
CONTACT:
Donna Nichols of Agouron Pharmaceuticals,
Inc., 619-622-3009; or Media: Carol Goodrich, 973-540-3620, or
Investor Relations: George Shields, 973-540-6916 or John Howarth,
973-540-4874, both of Warner-Lambert Company
NOTE TO EDITORS: 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.
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