NEW YORK and RESEARCH TRIANGLE PARK, N.C., Nov. 15
/PRNewswire-FirstCall/ -- Pfizer Animal Health, a division of Pfizer Inc
(NYSE: PFE) has agreed to acquire Embrex, Inc. (Nasdaq: EMBX), an
international agricultural biotechnology company known for its Inovoject(R)
vaccine-delivery systems, the companies announced today.
    Under the terms of the agreement, Pfizer will acquire through a merger
100 percent of the equity of Embrex for $17 per share in cash, making
Embrex a wholly-owned subsidiary of Pfizer Inc. The transaction has an
aggregate equity purchase price of approximately $155 million.
    The acquisition is subject to approval by the shareholders of Embrex,
other customary closing conditions, clearance under the Hart-Scott-Rodino
Antitrust Improvements Act and certain foreign filings. The two companies
expect to complete the acquisition in the first quarter of 2007.
    In 2005, Embrex reported revenues of $52.5 million, up 8 percent over
2004. Sales outside the United States accounted for 37 percent of total
revenues. Shares of Embrex common stock closed at $11.92 on Tuesday,
November 14, 2006.
    "This acquisition represents an excellent opportunity to leverage
Embrex's innovative technologies and for Pfizer to reenter the poultry
business," said Juan Ramon Alaix, president, Pfizer Animal Health. "Given
the strength and breadth of our current non-poultry product lines and our
industry leadership in research, we are confident that Embrex is a strong
strategic fit for Pfizer's business model and our robust new-product
pipeline."
    "Biologicals are a rapidly growing segment of Pfizer Animal Health's
overall sales," Mr. Alaix added. "We are excited by the chance to dedicate
a portion of our research investment to discover and develop new vaccines
that will address unmet needs of poultry producers and their birds."
    "Embrex, founded in North Carolina in 1985, pioneered the development
and use of in ovo injection technology, an approach that improved the
consistency and reliability of vaccine delivery in the poultry industry,"
said Randall L. Marcuson, president and chief executive officer, Embrex,
Inc. "As a key addition to Pfizer Animal Health, Embrex welcomes the growth
opportunities afforded by Pfizer's financial and research resources."
    With 2005 sales of $2.2 billion, Pfizer Animal Health is a global
leader in discovering, developing and marketing medicines and vaccines for
livestock, including beef and dairy cattle and swine, and companion
animals. Since selling off its feed-additive business in 2000 to focus on
more innovative products, Pfizer has not served the poultry market.
    Embrex is best known for its Inovoject(R) system, now used to vaccinate
more than 80 percent of the poultry raised in North America against Marek's
disease. Embrex is also active in developing new poultry vaccines and
vaccine-delivery technologies.
    This release contains forward-looking statements about Embrex, its
technologies and Pfizer's agreement to acquire Embrex. These statements
involve substantial risks and uncertainties that could cause actual results
to differ materially. Risks include without limitation the possibility that
fewer than the required number of Embrex shareholders vote to approve the
merger, the occurrence of events that would have a material adverse effect
on Embrex as described in the merger agreement, delays in obtaining or
failure to receive required regulatory approvals, including clearance under
the Hart- Scott-Rodino Antitrust Improvements Act, the risk that the merger
agreement could be terminated under circumstances that would require Embrex
to pay a termination fee of $5 million and other uncertainties arising in
connection with the proposed merger. Additional risks that could cause
actual results to differ materially are discussed in Embrex's and Pfizer's
Forms 10-K, 10-Q and other filings with the Securities and Exchange
Commission.
    Additional Information and Where to Find It
    This communication may be deemed to be solicitation material in respect
of the proposed acquisition of Embrex by Pfizer. Embrex will file a proxy
statement and other documents regarding the proposed merger described in
this press release with the U.S. Securities and Exchange Commission
("SEC"). SHAREHOLDERS OF EMBREX ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING EMBREX'S PROXY STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain the proxy statement and other
relevant documents free of charge at the SEC's web site,
http://www.sec.gov, and Embrex shareholders will receive information at an
appropriate time on how to obtain the proxy statement and other
transaction-related documents for free from Embrex. Such documents are not
currently available.
    Embrex and its directors, executive officers, certain members of
management and employees may be deemed to be participants in the
solicitation of proxies of Embrex shareholders to approve the proposed
merger. Such individuals may have interests in the merger, including as a
result of holding shares or options to purchase or shares of Embrex stock.
Certain information regarding the participants and their interest in the
solicitation is set forth in the proxy statement for Embrex's 2005 annual
meeting of shareholders filed with the SEC on April 13, 2006.
    Shareholders may obtain additional information regarding the interests
of such participants by reading the proxy statement relating to the
proposed transaction when it becomes available.

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http://www.prnewswire.com/comp/688250.html/
CONTACT:
Bob Fauteux of Pfizer, +1-212-573-3079; or
Randall Marcuson, President & CEO of Embrex, +1-919-941-5185

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