American Home Products To Receive $1.8 Billion Termination Fee
Is In The Process Of Divesting Cyanamid Agricultural Products Business
American Home Products Corporation (NYSE:AHP) confirmed today that its merger agreement with Warner-Lambert Company (NYSE:WLA) has been terminated in accordance with its terms. Under the agreement, AHP is receiving a payment of $1.8 billion. In connection with the termination, all litigation among AHP, Warner-Lambert and Pfizer Inc (NYSE:PFE) has been discontinued and its option to purchase Warner-Lambert shares has been rescinded.
John R. Stafford, Chairman, President and CEO of AHP stated: "While we regret that we were not able to complete the transaction, we understand the decision of the Warner-Lambert board to support the alternative transaction and we saw no benefit to impeding their ability to use pooling-of-interests accounting. The termination of our agreement brings to an immediate close the distracting and acrimonious litigation among the companies and allows us to focus on our growing health care business. AHP has one of the best pipelines in the pharmaceutical industry and we look forward to continuing to develop and market our outstanding new products and moving forward in what promises to be an excellent year of growth for our Company in 2000."
Separately, AHP announced today that it is in the process of divesting the Cyanamid Agricultural Products business. It is expected that the divestiture will be completed by year-end. AHP's financial advisor in connection with this divestiture is Morgan Stanley.
American Cyanamid Agricultural Products is a leading global developer and marketer of crop protection products for agricultural, specialty and consumer markets. Cyanamid markets herbicides, insecticides and fungicides in the major agricultural markets around the world. It was the first to introduce herbicide tolerant cropping systems, based on its imidazolinone chemistry. American Cyanamid Agricultural Products is a subsidiary of American Home Products Corporation.
American Home Products Corporation is one of the world's largest research-based pharmaceutical and health care companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a global leader in vaccines, biotechnology, agricultural products and animal health care.
The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties including the uncertainty of completing the sale process and the other risks and uncertainties detailed from time to time in AHP's periodic reports, including quarterly reports of Form 10-Q and the Annual Report of Form 10-K, filed with the Securities and Exchange Commission. Actual results may differ from forward-looking statements.
Aug. 17, 1994
American Home Products and American Cyanamid reach merger agreement at $101 per share
American Home Products Corporation (NYSE: AHP) and American Cyanamid Company (NYSE: ACY) today announced that they have entered into a definitive merger agreement which provides for American Cyanamid stockholders to receive a price of $101 per share in cash for all outstanding shares of American Cyanamid.
The total value of the transaction, on a fully diluted basis, is approximately $9.7 billion. The agreement has been approved by the Boards of Directors of both companies. The American Cyanamid Board has determined that the terms of the offer and merger are fair to, and in the best interests of, the Company and its stockholders and recommends that stockholders tender their American Cyanamid shares in American Home Products' tender offer.
American Home Products will amend its existing tender offer to increase the price being offered to $101 per share. The amended tender offer is scheduled to expire at midnight, New York City time, on September 14, 1994, unless extended. Following completion of the tender offer, American Cyanamid will be merged with a subsidiary of American Home Products and each American Cyanamid share not previously purchased will be converted into the right to receive $101 net in cash.
The American Home Products' amended tender offer will remain subject to the valid tender of shares representing a majority of the voting power of American Cyanamid, the expiration of waiting periods under applicable antitrust and competition laws, and other customary closing conditions. Under the merger agreement, American Cyanamid's preferred stock purchase rights will be redeemed at $.02 per right immediately prior to consummation of the tender offer.
The merger price represents an increase of approximately $600 million over American Home Products' initial offer made on August 2, 1994, and a premium of 60 percent over American Cyanamid's share price on August 1, 1994.
Following the merger, the combined companies will have annual revenues in excess of $12 billion, with a leading position in the pharmaceutical industry including vaccines, as well as significant franchises in consumer health care, agricultural products, food products, and medical supplies and diagnostic products.
Albert J. Costello, Chairman and Chief Executive Officer of American Cyanamid said: "For the past eighteen months, we have been pursuing an aggressive strategic program to build value. The success of this program can be measured by the significant increase in our share price prior to the American Home Products offer. After a thorough analysis of American Home Products' increased offer, our Board concluded that a combination of the two companies would maximize value for our stockholders and lead to the creation of a highly competitive participant in our markets."
John R. Stafford, Chairman, President and Chief Executive Officer of American Home Products, said: "We have been impressed with American Cyanamid's progress in carrying out its strategic program. The combination of our companies will result in a stronger company, better situated to compete in the rapidly evolving health care marketplace.
"The combined new company will also benefit from a larger chemical research library and the diversification contributed by American Cyanamid's dynamic agricultural business. We are convinced that this transaction is in the best interests of the stockholders of American Home Products and American Cyanamid."
American Home Products, with annual revenues of approximately $8.3 billion, is a research-based world leader in prescription drugs, medical supplies and diagnostic products, over-the-counter medicines and food products.
American Cyanamid, with annual revenues of approximately $4.3 billion, is a research-based life sciences company which discovers and develops medical and agricultural products and manufactures and markets them in more than 135 countries.
日本ワイスレダリ−株式会社の米国親会社、American Home Products(AHP:アメリカン・ホーム・プロダクツ)は本年3月11日付けをもって、社名を『Wyeth』(ワイス)に変更することになりました。
AHP is now Wyeth
American Home Products
Corporation (AHP) has changed its corporate name to Wyeth,
effective March 11, 2002.
Our new name reflects an important transition in the Company's history. Over the years, AHP has strategically evolved from a holding company with diversified businesses to a global leader in research-based pharmaceutical products:
Today, our product portfolio includes some of the most innovative therapies introduced in recent years, including three of the top 10 launches of all time.
We are breaking new ground in applying biopharmaceutical science to develop novel therapies for serious, unmet medical needs across a wide variety of therapeutic areas, including Alzheimer's disease, diabetes, osteoporosis and cancer.
Our R&D program is one of the industry's broadest, representing all three major discovery and development platforms - small molecules, proteins and vaccines.
Wyeth's discovery and development expertise extends to three distinct, yet complimentary, candidate product platforms - small molecules, recombinant proteins and vaccines. In general, small molecules are derived from traditional synthetic chemistry efforts and the activity of these compounds is directed to binding to protein receptors to cause a desired effect in the body. Recombinant protein-based candidate products duplicate natural substances found in the body and are designed to help the body heal itself. Such candidate products are derived from recombinant DNA technologies, are made from genetically engineered living cells and are purified biochemically. Wyeth's vaccine focus is directed to utilizing new technologies and targets to drive our emphasis in preventing disease.
We employ more than 48,000 people worldwide, operate manufacturing facilities on five continents, and sell our products in more than 140 countries.
With the strength of our products, the depth of our scientific resources, and the dedication, collaboration and talent of our employees, we are poised to achieve our vision of becoming the world's best pharmaceutical company.
The selection of "Wyeth" pays tribute to AHP's heritage: One of our oldest prescription medicine businesses, founded in 1860 and acquired by AHP in 1931, was "John Wyeth & Brother," and our original nonprescription medicine business was named "Wyeth Chemical." Today, the Wyeth name is well-recognized and highly regarded within the health care community. Adopting this name for the Corporation helps communicate our position in the pharmaceutical industry and provides a strong corporate brand platform upon which we can build awareness and shareholder value.
The following changes took effect on March 11, 2002:
Our corporate name is now Wyeth, and the Company's shares trade on the New York Stock Exchange under the symbol WYE.
Wyeth-Ayerst Laboratories is now Wyeth Pharmaceuticals.
Whitehall-Robins Healthcare is now Wyeth Consumer Healthcare.
Fort Dodge Animal Health retains its name.
This name change will not affect our shareholders' relationship with the Company or their receipt of dividends when and if declared. Paper stock certificates representing AHP shares will continue to be valid; there is no need to exchange them.
Wyeth has been transforming the pharmaceutical industry since its founding in the 1860s. What began as a small drugstore - John Wyeth and Brother, 1410 Walnut Street, Philadelphia, Pennsylvania - now is one of the leading pharmaceutical and biotechnology companies in the world.
Even from the first, Wyeth's history has been one of innovation. The Wyeth brothers' firm was more than just a drugstore; it also was a research laboratory that transformed the way drugstores operated. Later known as Wyeth Laboratories, it became the first to "advance manufacture" frequently prescribed medicines in bulk.
In 1931, American Home Products (AHP) purchased Wyeth from Harvard University, which had acquired controlling interest in the firm from John Wyeth's son and heir, Stuart, upon his death. Seven decades of mergers and acquisitions (with leading health care companies, including Ayerst, McKenna & Harrison Ltd; A.H. Robins; and Lederle Laboratories) transformed the company into a research powerhouse that markets over-the-counter and prescription medicines in more than 100 countries around the globe. Today, this vast research, development, and marketing complex again bears the Wyeth name.