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Source:    AP
Date:        Juli 15, 2002

Pfizer to Buy Pharmacia in $60B Deal

By MICHAEL WEISSENSTEIN, Associated Press Writer

NEW YORK (AP) - In a surprising blockbuster merger that would expand the
reach of the world's largest drug company, Pfizer Inc. has agreed to buy
rival Pharmacia Corp. for $60 billion in stock.

The deal announced Monday would create a company that produces many of the
common prescription drugs found in medicine cabinets around the world. It
comes as drug companies are under enormous pressure to keep costs low even
as they search for new drugs and face competition from cheaper generic
versions of their older ones.

Already the world's biggest drug company before the deal, Pfizer's products
include Viagra (anti-impotence), Lipitor ( news - web sites) (cholesterol)
and Zoloft (depression), while Pharmacia's major drug is the arthritis
medication Celebrex.

Pharmacia also makes the Rogaine hair products and the Nicorette smoking
cessation line. Pfizer's over-the-counter products include Listerine mouth
wash and Rolaids tablets to Halls cough drops and Visine eye drops.

The new company would have combined annual revenue of $48 billion and a
research-and-development budget of more than $7 billion.

"By combining with Pharmacia, we are ensuring that our core capabilities in
the discovery, development and commercialization of new medicines are strong
around the world," said Hank McKinnell, chairman and chief executive officer
of Pfizer.

The timing of the deal is surprising considering the overall health of the
economy and the many obstacles facing the drug sector.

Pharmaceutical companies are experiencing intense competition from generic
drugs, pressure on prices from the federal government and a growing number
of patents that are expiring. Their stock prices have fallen in recent
months along with the rest of the market as distrust in corporate America
grows almost daily amid several high-profile accounting scandals and
bankruptcies.

The erosion of investor confidence and the downturn in the economy has
created a major slump in merger and acquisition activity.

In the first six months of the year, only $200 billion in transactions in
the United States was announced, according to Thomson Financial. At current
prices, a Pfizer-Pharmacia merger alone would add up to more than a quarter
of that amount.

Fred Hassan, chairman and chief executive of Pharmacia, said the deal "is a
strategic opportunity that immediately creates a global pharmaceutical
company with unsurpassed resources and capabilities."

Hassan would become vice chairman of Pfizer after the deal is completed.

The Pfizer-Pharmacia deal was first reported by The New York Times and The
Wall Street Journal for Monday editions. Under the deal, Pharmacia
shareholders would receive 1.4 shares of Pfizer stock for each share in
Pharmacia. That represents $45.08 worth of stock based on Friday's closing
Pfizer price and is a 36 percent premium over the Pharmacia's closing price
of $32.59 a share on Friday.

The deal was approved by the boards of both companies but still needs
approval from regulators and shareholders.

Pfizer, whose stock soared in the late 1990s with the success of Viagra, is
no stranger to mega-mergers. In 2000, it completed a $115 billion
acquisition of Warner-Lambert, gaining control the cholesterol-lowering drug
Lipitor in the process. That deal ranks as one of the largest global mergers
ever.

Pharmacia, based in Peapack, N.J., was created through the merger of
Pharmacia of Sweden and Upjohn Co. The company has 59,000 employees in more
than 60 countries.

Pfizer, based in New York City, employs about 90,000 workers.

On the Net:

Pfizer: http://www.pfizer.com/main.html

Pharmacia: http://www.pharmacia.com/

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