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Drugs

Warner-Lambert Responds to Pfizer's Complaint

Strategic Insights

— 1 min read

Pfizer's latest move to pursue relief in court despite failing to present clear facts has left Warner-Lambert Company questioning the validity of their claims. In response to a complaint filed by Pfizer, Warner-Lambert emphasizes the intentional misrepresentation of the parties' standstill agreement by Pfizer. Warner-Lambert highlights the specific terms of the agreement, stating that a business combination with a third party only terminates if Warner-Lambert is being acquired by that third party. Furthermore, Warner-Lambert rejects Pfizer's assertion that they must be notified of discussions between Warner-Lambert and a potential other party to a business combination, as this has no basis in the standstill agreement.

Key Takeaways:

  • Pfizer's complaint attempts to terminate the standstill agreement, but Warner-Lambert argues that this is based on a misrepresentation of the agreement's terms.
  • The standstill agreement is specific in stating that a business combination with a third party only terminates if Warner-Lambert is being acquired by that third party.
  • Pfizer consistently misstates the terms of the standstill agreement, including claiming that a business combination with a third party ends the agreement regardless of whether Warner-Lambert is the acquiring party.
  • Warner-Lambert's business combination with American Home Products is considered a "merger of equals," with no acquiring party, which does not terminate the standstill agreement.
  • Pfizer's complaint asserts that Warner-Lambert must notify them of discussions with a potential other party to a business combination, but this has no basis in the standstill agreement.

Statistics:

  • Warner-Lambert has consistently stated that they are studying the Lipitor agreements and will consider actions that best serve the interests of Warner-Lambert's shareholders.
  • The Lipitor agreements are a key point of contention in the dispute between Warner-Lambert and Pfizer.
  • The sale of Warner-Lambert to Pfizer was valued at approximately $80 million in 1999.

Sources:

  • Warner-Lambert Company (NYSE: WLA)
  • Pfizer Inc
  • Business Wire

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