2000/2/7
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been rescinded.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.
2002.2.1 日本ワイスレダリ−
アメリカン・ホーム・プロダクツ(AHP)が3月より社名を『Wyeth』に変更
〜研究開発をベースとした医薬品業界のリーダーを目指して〜
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。
過去数十年間にわたり、AHPは多様な事業を統括する企業から、研究開発をベースとしたグローバルな製薬企業へと戦略的に展開してきましたが、事業活動を通じて『Wyeth』の名が世界に広く知られるようになりました。
今回、『Wyeth』の社名を採用することで、同社のヘルスケア分野における知名度の更なる向上と、株主の期待感を高めることを可能とするコーポレートブランドの基盤が強化されることになります。社名変更後は、同社株式はニューヨーク証券取引所において、「WYE」の記号のもとで取引されます。
現在AHPでは事業変革と同様の手法で企業文化の刷新に向けて、全世界共通の行動指針、ミッション、ビジョン、バリューの創出に取り組んでいます。このたびの社名変更はその一環として決定されたものです。
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.