Warner-Lambert Announces Modified Delaware Court of Chancery Litigation Schedule

Business Wire, Dec 22, 1999

Business Editors, Legal Writers

MORRIS PLAINS, N.J.--(BUSINESS WIRE)--Dec. 22, 1999

Warner-Lambert Company (NYSE: WLA) today announced that the Delaware Court of Chancery has modified the litigation schedule between Warner-Lambert, American Home Products and Pfizer, in light of Pfizer's filing of consent solicitation materials with the Securities and Exchange Commission (SEC). Granting Warner-Lambert's request, the Court has accelerated its consideration of the Lipitor issues between Warner-Lambert and Pfizer. The Court also delayed a previously scheduled hearing on Pfizer's challenge to the Warner-Lambert/American Home merger agreement.

In a decision released this afternoon, the Court scheduled a hearing for January 10, 2000, on Warner-Lambert's motion for a preliminary injunction against Pfizer's consent solicitation based on the standstill provision of the parties' Lipitor agreements. The Court also announced that on February 14, 2000 it will commence a one-week trial on Warner-Lambert's claims that Pfizer has violated the Lipitor agreements, and Pfizer's claims against Warner-Lambert under those agreements. That trial had previously been scheduled to start on April 10. As previously disclosed, Warner-Lambert has claimed that Pfizer forfeited its rights to co-promote Lipitor and share in its profits because of its violations.

As part of its ruling, the Court delayed until March 15 its hearing on Pfizer's challenges to the Warner/AHP merger. That hearing had previously been scheduled for January 31.

The Court of Chancery's decision was announced in a five-page letter to the parties. A Warner-Lambert spokesperson said the Company was pleased with the court's decision.

Warner-Lambert is a global company devoted to discovering, developing, manufacturing and marketing quality pharmaceutical, consumer health care, and confectionery products. Its central research focus is on heart disease, diabetes, infectious diseases, disorders of the central nervous system and women's health care. In 1999, its revenues are expected to exceed $12 billion and the company will invest more than $1.2 billion in research and development. It employs more than 43,000 people worldwide.

Warner-Lambert and certain other persons named below may be deemed to be participants in the solicitation of revocations of consents in response to Pfizer's consent solicitation. The participants in this solicitation may include the directors of Warner- Lambert (Lodewijk J.R. de Vink, Robert N. Burt, Donald C. Clark, John A. Georges, William H. Gray III, William R. Howell, LaSalle D. Leffall, Jr., George A. Lorch, Alex J. Mandl and Michael I. Sovern); the following executive officers of Warner-Lambert: Lodewijk J.R. de Vink (Chairman, President and Chief Executive Officer), Ernest J. Larini (Chief Financial Officer and Executive Vice President, Administration), Anthony H. Wild (Executive Vice President and President, Pharmaceutical Sector), Raymond M. Fino (Senior Vice President, Human Resources), Philip M. Gross (Senior Vice President, Strategic Management Processes), Gregory L. Johnson (Senior Vice President and General Counsel), Richard W. Keelty (Senior Vice President, Public Affairs), J. Frank Lazo (Senior Vice President and President, Adams), S. Morgan Morton (Senior Vice President and President, Consumer Healthcare Sector), Peter B. Corr (Vice President and President, Warner-Lambert/Parke-Davis Research and Development), John A. Renshaw (Vice President and President, Parke-Davis USA), Barbara S. Thomas (Vice President and President, Consumer Healthcare USA), John F. Walsh (Vice President and President, Shaving Products Group) and Rae G. Paltiel (Secretary); and the following other members of management and employees of Warner-Lambert: George J. Shields (Vice President, Investor Relations), John J. Howarth (Manager, Investor Relations), Stephen J. Mock (Vice President, Public Relations) and Carol T. Goodrich (Director, Media Relations). As of the date of this communication, none of the foregoing participants individually beneficially own in excess of 1% of Warner-Lambert's common stock or in the aggregate in excess of 1.5% of Warner-Lambert's common stock.

Warner-Lambert has retained Bear Stearns & Company, Inc. ("Bear Stearns") and Goldman Sachs & Company ("Goldman Sachs") to act as its financial advisors in connection with the Pfizer proposal, for which each of Bear Stearns and Goldman Sachs will receive customary fees, as well as reimbursement for reasonable out-of-pocket expenses. In addition, Warner-Lambert has agreed to indemnify Bear Stearns and Goldman Sachs against certain liabilities, including certain liabilities under federal securities laws, arising out of their engagement. Bear Stearns and Goldman Sachs are investment banking firms that provide a full range of financial services for institutional and individual investors. Neither Bear Stearns nor Goldman Sachs admits that it nor any of its directors, officers or employees is a "participant" as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended, in the solicitation, or that Schedule 14A requires the disclosure of certain information concerning either Bear Stearns or Goldman Sachs. In connection with Bear Stearns' role as financial advisors to Warner-Lambert, Bear Stearns and the following investment banking employees of Bear Stearns may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of Warner-Lambert: Alan Schwartz, Richard L. Metrick and Fred McKonkey. In connection with Goldman Sachs' role as financial advisors to Warner-Lambert, Goldman Sachs and the following investment banking employees of Goldman Sachs may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of Warner-Lambert: Robert Harrison, Suzanne Nora Johnson and Wayne Moore. In the normal course of its business, each of Bear Stearns and Goldman Sachs regularly buys and sells securities issued by Warner-Lambert for its own account and for the accounts of its customers, which transactions may result in either Bear Stearns, Goldman Sachs or the associates of either of them having a net "long" or a net "short" position in Warner-Lambert securities, or options contracts or other derivatives in or relating to such securities. As of November 15, 1999, Bear Stearns held a net short position of 18,000 shares of Warner-Lambert common stock, and customer accounts managed by Bear Stearns Asset Management, an affiliate of Bear, Stearns & Co. Inc., held a net long position of 1,800 shares. As of November 15, 1999, Goldman Sachs held a net short position of 156,299 shares of Warner-Lambert common stock; in addition, an affiliate of Goldman, Sachs & Company, Goldman Sachs Asset Management, serves as an investment advisor to various mutual funds which in the aggregate held a net long position of 4,104,203 shares.