Warner-Lambert and Agouron Pharmaceuticals Close Merger Valued at $21 Billion

Warner-Lambert Company and Agouron Pharmaceutical have confirmed that they have received the necessary shareholder and regulatory approvals to complete the closing of Warner-Lambert's acquisition of Agouron.

Agouron shareholders overwhelmingly supported the merger with over 98 percent of the total votes cast voting for its approval. Valued at $2.1 billion in Warner-Lambert stock, the transaction will be non-dilutive to Warner-Lambert's future earnings, accounted for as a pooling of interests and qualify as a tax-free exchange.

Under the terms of the acquisition, each share of Agouron common stock will be exchanged for 0.8934 share of Warner-Lambert common stock. The exchange ratio was based on the average closing price of Warner-Lambert common stock from April 30 to May 13, 1999. Agouron shareholders holding Agouron stock certificates will receive written instructions for exchanging such certificates for Warner-Lambert common shares on or about May 26, 1999.

Lodewijk J.R. de Vink, Warner-Lambert chairman, president and chief executive officer, said in a press release, "The closing of this acquisition represents a new era for Warner-Lambert and is further evidence of our commitment to maintain our position among the fastest growing companies in the pharmaceutical industry. As we said in January, this acquisition is consistent with our long-term strategy to supplement our internally generated growth with creative alliances. We look forward to working closely with our new colleagues from Agouron and together shaping a common destiny of scientific excellence in the pursuit of critically needed new therapies."

Peter Johnson, Agouron's president and CEO said, "We are pleased that Agouron's shareholders concurred with our Board in concluding that this transaction will maximize our long-term ability to bring forward new drugs for patients and will enhance our capabilities to gain global reach in development and commercialization of our products. This is particularly important to us with several new product launches anticipated in the next few years. Warner-Lambert and Agouron now have the ability to meld our scientific strengths and, together, enhance our drug discovery capabilities."