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8-K - 8-K - PFIZER INCd716893d8k.htm
EX-99.3 - EX-99.3 - PFIZER INCd716893dex993.htm
EX-99.2 - EX-99.2 - PFIZER INCd716893dex992.htm
EX-99.7 - EX-99.7 - PFIZER INCd716893dex997.htm
EX-99.4 - EX-99.4 - PFIZER INCd716893dex994.htm
EX-99.6 - EX-99.6 - PFIZER INCd716893dex996.htm
EX-99.8 - EX-99.8 - PFIZER INCd716893dex998.htm
EX-99.1 - EX-99.1 - PFIZER INCd716893dex991.htm

Exhibit 99.5

 

LOGO

  

Pfizer Inc

235 East 42nd Street

New York, NY 10017

www.pfizer.com

 

Albert Bourla

Group President, Vaccines, Oncology,

and Consumer Healthcare

  

Dear VOC Colleagues,

Today Ian sent a letter to all colleagues after a press release was issued confirming that we submitted a preliminary, non-binding proposal to the board of directors of AstraZeneca in January regarding a possible merger transaction. The discussions stopped when AstraZeneca declined to pursue negotiations. However, in light of recent market developments, we recently contacted AstraZeneca to renew discussions but they again declined to engage. We are now considering our options. (Read Ian’s letter and the news release here.)

No doubt you are probably surprised by this news. I would point you to what Ian said in his letter to colleagues. We have continually said that we would be open and would consider opportunities that strengthen our pipeline and that enhance and create sustained shareholder value.

Please keep in mind there is no guarantee that we will proceed or that any agreement will be reached. However, if we do proceed and an agreement is reached there would be several benefits to our business.

This potential transaction would complement and is aligned with our strategy. A potential combination with AstraZeneca would further enable and strengthen the company’s ability to execute against our business plan by creating additional financial and strategic competitive advantages.

For our business, the potential combination would create a portfolio with greater critical mass, especially with our Oncology and Vaccines businesses. In addition AstraZeneca has a robust Oncology pipeline that could give us a greater ability to help cancer patients with new therapies that enhance the quality of their lives.

I recognize that while this may feel like another change I would remind you that this potential combination does not change our strategy or our need to deliver on our 2014 commitments.

I know I can count on each of you to stay focused on the very important work we are doing to improve patients’ lives.

Regards,

 

 

LOGO


Forward-Looking Statements

This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of Pfizer and the combined businesses of AstraZeneca and Pfizer and certain plans and objectives of Pfizer with respect thereto, including the expected benefits of a potential combination as well as whether a potential combination will be pursued. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use future dates or words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the possibility that a possible offer will not be pursued or will be pursued on different terms and conditions, failure to obtain necessary regulatory approvals or any required financing or to satisfy any of the other conditions to a possible combination, adverse effects on the market price of Pfizer’s common stock and on Pfizer’s operating results because of a failure to complete the possible combination, failure to realize the expected benefits of the possible combination, negative effects of the announcement or the consummation of the possible combination on the market price of Pfizer’s common stock, significant transaction costs and/or unknown liabilities, general economic and business conditions that affect the combined companies following a possible combination, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. These forward-looking statements are based on numerous assumptions and assessments made by Pfizer in light of its experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Pfizer’s plans with respect to AstraZeneca, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Pfizer assumes no obligation to update or revise the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. A further list and description of risks and uncertainties can be found in Pfizer’s Annual Report on Form 10-K for the fiscal year ended 31, December 2013 and in its subsequent reports on Form 10-Q and Form 8-K, the contents of which are not incorporated by reference into, nor do they form part of, this document.

Additional U.S.-Related Information

This document is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Pfizer or AstraZeneca. Subject to future developments, Pfizer may file a registration statement and/or tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”) in connection with a possible combination. Pfizer and AstraZeneca shareholders should read those filings, and any other filings made by Pfizer with the SEC in connection with a possible combination, as they will contain important information. Those documents, if and when filed, as well as Pfizer’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at Pfizer’s website at www.pfizer.com