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Pfizer moves against W-L
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December 16, 1999: 5:26 p.m. ET
Drug maker files documents in attempt to throw out board of takeover target
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NEW YORK (CNNfn) - Pfizer Inc., in its ongoing fight to take over rival drug maker Warner-Lambert Co., filed documents with U.S. regulators Thursday to oust Warner-Lambert’s board of directors.
Pfizer, which is trying to break up Warner-Lambert’s existing merger deal with American Home Products Corp., filed proxy solicitation materials with the Securities and Exchange Commission asking Warner shareholders to replace the company's 10 board members with seven independent directors.
Pfizer will have 60 days to solicit votes from Warner-Lambert shareholders.
Pfizer needs to win a majority of the votes in order to unseat Warner-Lambert's board, which is made up of nine independent directors and one executive director, company CEO J.R. de Vink.
In a statement issued late Thursday afternoon, Warner-Lambert officials urged its shareholders to take no action on Pfizer’s solicitation.
Morris Plains, N.J.-based Warner-Lambert and Madison, N.J.-based American Home agreed Nov. 4 to merge in a deal now valued at about $59 billion based on current stock prices. Hours after the merger was announced, Pfizer, the No. 2 U.S. drug maker after Merck & Co. (MRK), made a surprise bid for Warner-Lambert, valued at about $71 billion.
Warner-Lambert has stood by its merger agreement with AHP, which would create a new company called AmericanWarner.
New York-based Pfizer previously said it would notify U.S. regulators by Christmas of its plans to remove the Warner-Lambert board. Pfizer is also suing Warner-Lambert in court, but has not launched a hostile bid for control of the firm. Warner-Lambert has countersued.
At the center of the merger battle is control over the blockbuster cholesterol-lowering drug Lipitor, which Warner-Lambert makes and co-markets with Pfizer. The drug is expected to register sales of nearly $4 billion this year. Warner-Lambert also makes Dentyne chewing gum and Listerine mouthwash.
Pfizer makes the successful impotence drug Viagra, among others. American Home manufactures the popular estrogen-replacement therapy Premarin, and over-the-counter pain reliever Advil and Robitussin cough syrup.
Pfizer (PFE) shares closed down 1/4 at 34, Warner-Lambert (WLA) stock lost 7/8 to 84 and American Home (AHP) shares dropped 2-7/16 to 45-1/8. 
-- staff and wire reports
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Pfizer
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