MORRIS PLAINS, N.J., and LA JOLLA, Calif., May 17 /PRNewswire/ --
Warner-Lambert Company (NYSE: WLA) and Agouron Pharmaceuticals, Inc.
(Nasdaq: AGPH) today confirmed that they have received the necessary
shareholder and regulatory approvals to complete the closing of
Warner-Lambert's acquisition of Agouron. Agouron shareholders overwhelmingly
supported the merger with over 98 percent of the total votes cast voting for
its approval. Valued at $2.1 billion in Warner-Lambert stock, the transaction
will be non-dilutive to Warner-Lambert's future earnings, accounted for as a
pooling of interests and qualify as a tax-free exchange.
Under the terms of the acquisition, each share of Agouron common stock
will be exchanged for 0.8934 share of Warner-Lambert common stock. The
exchange ratio was based on the average closing price of Warner-Lambert common
stock from April 30 to May 13, 1999. Agouron shareholders holding Agouron
stock certificates will receive written instructions for exchanging such
certificates for Warner-Lambert common shares on or about May 26, 1999.
Lodewijk J.R. de Vink, Warner-Lambert chairman, president and chief
executive officer, said, "The closing of this acquisition represents a new era
for Warner-Lambert and is further evidence of our commitment to maintain our
position among the fastest growing companies in the pharmaceutical industry.
As we said in January, this acquisition is consistent with our long-term
strategy to supplement our internally generated growth with creative
alliances. We look forward to working closely with our new colleagues from
Agouron and together shaping a common destiny of scientific excellence in the
pursuit of critically needed new therapies."
Peter Johnson, Agouron's president and CEO said, "We are pleased that
Agouron's shareholders concurred with our Board in concluding that this
transaction will maximize our long-term ability to bring forward new drugs for
patients and will enhance our capabilities to gain global reach in development
and commercialization of our products. This is particularly important to us
with several new product launches anticipated in the next few years.
Warner-Lambert and Agouron now have the ability to meld our scientific
strengths and, together, enhance our drug discovery capabilities."
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.
Agouron, a wholly owned subsidiary of Warner-Lambert Company, 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. Agouron employs more than 1,000 people of whom
approximately 700 are engaged in research and development.
This press release may contain forward-looking statements or predictions.
These statements represent our judgment as of this date and are subject to
risks and uncertainties (including those associated with regulatory approvals
and the impact of competitive products) that could cause the actual results to
differ materially. Important factors concerning these risks are discussed in
Agouron's Form 10-K for the fiscal year ended June 30, 1998 and Warner-
Lambert's Form 10-K/A for the fiscal year ended December 31, 1998 currently on
file with the Securities and Exchange Commission. Agouron and Warner-Lambert
undertake no obligation to publicly release the result of any revisions to
such forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
SOURCE Agouron Pharmaceuticals, Inc.; Warner-Lambert Company
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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:
Media: Carol Goodrich, 973-540-3620, Investor
Relations: George Shields, 973-540-6916 or John Howarth,
973-540-4874, all of Warner-Lambert; or Media: Joy Schmitt,
619-622-3220 or Investor Relations: Donna Nichols, 619-622-3009,
both of Agouron
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