Pfizer-Wyeth M&a Analysis

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|[pic][pic] | |Pfizer-Wyeth Merger Analysis | | | |“Creation of the World’s Premier Biopharmaceuticals Company” | | | | | | | | | | |

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Executive Summary:

Pfizer-Wyeth Merger Deal Overview:

On January 25, 2009, Pfizer and Wyeth entered into the merger agreement, pursuant to which, subject to the terms and conditions set forth in the merger agreement, Wyeth will become a wholly-owned subsidiary of Pfizer. Upon completion of the merger, each share of Wyeth common stock issued and outstanding will be converted into the right to receive, subject to adjustment under limited circumstances, a combination of $33.00 in cash, without interest, and 0.985 of a share of Pfizer common stock in a taxable transaction. Pfizer will not issue more than 19.9% of its outstanding common stock at the acquisition date in connection with the merger. The exchange ratio of 0.985 of a share of Pfizer common stock will be adjusted if the exchange ratio would result in Pfizer issuing in excess of 19.9% of its outstanding common stock as a result of the merger

Deal Terms Breakdown:

Transaction Value Transaction Consideration

Purchase price per WYE share $50.19 Existing Cash Used $22,213 32.7% Cash per WYE share $33.00 New Debt $22,500 33.1% PFE stock value per WYE share $17.19 Total Cash $44,713 65.8% PFE shares per WYE share 0.985 Stock Consideration $23,289 34.2% Premium to 1/23/09 WYE price 29.3% Total Consideration $67,303 100.0% Total WYE shares (MM,diluted) 1,341

Total Equity Value $68,001
Total Enterprise Value $65,339

Exhibit 3: Summary of Terms, PFE Acquisition of WYE at $50.19 per share (Per Credit Suisse Analyst Report)

Synergy Effects for the Pfizer and Wyeth Combined Firm:

1. Forming the world’s Premier Biopharmaceutical Company

2. Enhanced in-line and pipeline patent-protected portfolio in key “Invest to Win” disease areas, such as Alzheimer’s disease, inflammation, oncology, pain and psychosis

3. Acceleration of Growth in emerging markets

4. Creation new opportunities for established products

5. Creation of a low, more flexible cost base

Pfizer-Wyeth Merger Analysis

Pfizer History:

Pfizer Inc. is one of the leading research-based healthcare companies in the world. Following its June 2000 takeover of Warner-Lambert Company, Pfizer was organized into four groups: Pfizer...
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