-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L59jWfzmQzDR2cXkW1G6IaK31ReSSYQVksh4RO6vezm7bi6X1JlLyASv1AuEtAGS zrUO4/sYTSmju+xhqcEH+g== 0000811210-99-000004.txt : 19990129 0000811210-99-000004.hdr.sgml : 19990129 ACCESSION NUMBER: 0000811210-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990126 ITEM INFORMATION: FILED AS OF DATE: 19990128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGOURON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000811210 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330061928 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12445 FILM NUMBER: 99515036 BUSINESS ADDRESS: STREET 1: 10350 NORTH TORREY PINES ROAD, SUITE 100 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6196223000 MAIL ADDRESS: STREET 1: 10350 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 8-K CURRENT REPORT Pursuant to Section 13 or 15d) of the Securities Exchange Act of 1934 Date of Report (Date of Event Reported): January 26, 1999 AGOURON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) California 0-15609 33-0061928 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 10350 North Torrey Pines Road La Jolla, California 92037 (Address of principal executive offices) (619) 622-3000 (Registrant's telephone number, including area code) Item 5. Other Events. Agouron Pharmaceuticals, Inc. ("Agouron" or the "Company"), Warner-Lambert Company, a Delaware corporation ("Warner-Lambert") and WLC Acquisition Corporation, a California corporation and a wholly owned subsidiary of Warner-Lambert ("Merger Sub"), have entered into an Agreement and Plan of Merger, dated as of January 26, 1999 (the "Merger Agreement"), whereby Merger Sub will be merged with and into the Company, with the Company as the surviving entity (the "Merger"). As a result of the Merger, each outstanding share of Agouron Common Stock will be converted into shares of common stock, par value $1.00 per share, of Warner-Lambert ("Warner-Lambert Common Stock") at an exchange rate equal to $60.00 divided by the average of the closing sales prices of Warner-Lambert Common Stock on the New York Stock Exchange Composite Transactions Tape on each of the 10 consecutive trading days up to and including the second immediately preceding trading day prior to the date of Agouron's Stockholders Meeting. In no event will the exchange rate be more than .9300, nor less than .8108, of a share of Warner-Lambert Common Stock for each share of Agouron Common Stock. Each outstanding option for shares of Agouron Common Stock will be converted into options for the number of shares of Warner-Lambert Common Stock that would have been received if such options and warrants had been exercised immediately prior to the Merger. The closing of the Merger is subject to certain conditions, including the approval of the common stockholders of the Company and the receipt of customary antitrust clearance. Concurrently with the execution and delivery of the Merger Agreement, the Company and Warner-Lambert entered into a Stock Option Agreement (the "Stock Option Agreement"). Under the Stock Option Agreement, Warner-Lambert does not have the right to acquire any shares of Agouron Common Stock unless certain specified events occur. If the option were to become exercisable, Warner-Lambert would be entitled to purchase upon exercise of the option (subject to receipt of necessary regulatory approvals) up to approximately 19.9% of the outstanding shares of Agouron Common Stock. The Stock Option Agreement provides Warner-Lambert with the right, in certain circumstances, to require Agouron to repurchase the option and any shares acquired by exercise of the option and with the right to require Agouron to register the Agouron Common Stock acquired by or issuable upon exercise of the option under the Securities Act of 1933, as amended. In connection with the Merger Agreement, the Company's Board of Directors has resolved to amend its Amended and Restated Rights Agreement dated as of November 10, 1998 in order to render the rights issued thereunder inapplicable to the Merger Agreement, the Stock Option Agreement and the transactions contemplated thereby. A copy of the press release, dated January 26, 1999, issued jointly by the Company and Warner-Lambert, relating to the above-described transaction is attached as an exhibit to this report and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. The following exhibit is filed as a part of this report: Exhibit NO. DESCRIPTION 99 Press Release of the registrant and Warner-Lambert dated January 26, 1999 regarding the Merger. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 28, 1999 AGOURON PHARMACEUTICALS, INC. By Peter Johnson President and Chief Executive Officer EXHIBIT INDEX Exhibit NO. DESCRIPTION 99 Press Release of the registrant and Warner-Lambert dated January 26, 1999 regarding the Merger. EX-99 2 PRESS RELEASE EXHIBIT 99 AGOURON CONTACT: WARNER-LAMBERT CONTACTS: Donna Nichols (619) 622-3009 MEDIA CONTACT: Carol Goodrich (973) 540-3620 INVESTOR RELATIONS CONTACT: George Shields (973) 540-6916 John Howarth (973) 540-4874 FOR IMMEDIATE RELEASE WARNER-LAMBERT TO ACQUIRE AGOURON FOR $2.1 BILLION IN STOCK Two Industry Leaders to Build Complementary Capabilities in Drug Discovery MORRIS PLAINS, NJ, and LA JOLLA, CA, January 26, 1999 -- Warner-Lambert Company (NYSE: WLA) today announced a definitive agreement to acquire Agouron Pharmaceuticals, Inc. (Nasdaq: AGPH), an integrated pharmaceutical company committed to the discovery and development of innovative therapeutic products for treatment of cancer, AIDS and other serious diseases. Agouron achieved total revenues of $467 million for the fiscal year ended June 30, 1998. Under the terms of the agreement, which is valued at approximately $2.1 billion, each share of Agouron stock will be exchanged for approximately $60 worth of Warner-Lambert stock so long as the price of Warner-Lambert stock is between $64.52 and $74.00 at the close of the transaction. In no event will Agouron shareholders receive less than 0.8108 share of Warner-Lambert common stock for each share of Agouron common stock, nor more than 0.93 share of Warner-Lambert common stock for each share of Agouron common stock. The exact exchange ratio will be based on the average price of Warner-Lambert stock prior to closing. The transaction will be accounted for as a pooling of interests and is intended to qualify as a tax-free exchange. It will require the approval of Agouron's shareholders and the customary regulatory approvals. The transaction will not require Warner-Lambert shareholder approval and is expected to be non-dilutive to the Company's future earnings. Under certain circumstances if the merger agreement is terminated, Warner-Lambert has the option to purchase up to 19.9% of Agouron's common stock and has the right to a fee of at least $60 million. Melvin R. Goodes, Warner-Lambert chairman and chief executive officer, said, "The acquisition of Agouron is consistent with our long-term strategy to supplement our internally generated growth with alliances, acquisitions, licensing agreements and other creative partnerships. In taking this action, we believe we have strategically enhanced our prospects for long-term growth without sacrificing our ability to meet expectations of superior near-term earnings performance. We believe that by concentrating our resources and expanding into important new therapeutic categories, we will be well-positioned to continue our impressive growth in the pharmaceutical sector, even in the face of challenging market conditions and an increasingly global business environment." Peter Johnson, Agouron president and chief executive officer, said, "This is a carefully considered strategic move to maximize Agouron's long-term ability to bring forward new drugs for patients confronted by cancer, viral infections, and diseases of the eye and, at the same time, to contribute its scientific strengths to Warner-Lambert's efforts to discover innovative drugs in other important therapeutic fields. Our Board unanimously concluded that this transaction is in the best interests of shareholders, as it should provide prospects for further value enhancement based on Warner-Lambert's impressive performance record." Through this transaction, Warner-Lambert will markedly augment its new product pipeline and will significantly expand its presence in important therapeutic areas such as anti-virals and oncology. In addition to gaining access to several promising late-stage compounds, the acquisition immediately provides Warner-Lambert with the market leading HIV product for the treatment of HIV in adults and children. VIRACEPT(R) (nelfinavir mesylate), Agouron's first commercial product, is an HIV protease inhibitor that received marketing clearance from the U.S. Food and Drug Administration in 1997. "Warner-Lambert's acquisition of Agouron is another demonstration of our commitment to sustain our position among the fastest growing companies in the pharmaceutical industry. We have already made significant progress by more than doubling our worldwide pharmaceutical business in less than two years. In 1996, our worldwide pharmaceutical revenues totaled $2.5 billion. By the end of 1999, we expect they will exceed $7 billion. This merger is intended to strengthen our research and development capabilities through access to complementary technologies such as structure-based drug design," said Anthony H. Wild, president, pharmaceutical sector of Warner-Lambert. Warner-Lambert and Agouron agreed that this transaction will enhance both companies' capabilities in drug discovery. Agouron will gain global reach in development and commercial infrastructure, which is of particular importance with several new product launches anticipated in the next few years. Agouron will also benefit from additional resources that will permit it to expand its innovative approach to rational drug design. Agouron, based in La Jolla, California, is an integrated pharmaceutical company engaged in the discovery, development and commercialization of drugs for treatment of cancer, viral diseases, and diseases of the eye. The Company is distinguished as an innovator and leader in the design of novel synthetic drugs based upon the molecular structures of target proteins that play key roles in human disease. It has integrated this technology with high-throughput screening of combinatorial chemical libraries. Agouron's anti-HIV drug, VIRACEPT, marketed in North America by the Company's own commercial organization, is the market leader of drugs for treatment of HIV infection and AIDS in the United States. The company employs more than 1000 people of whom approximately 700 are engaged in research and development. Warner-Lambert is a worldwide company devoted to discovering, developing, manufacturing, and marketing quality pharmaceutical, consumer health care, and confectionery products. Warner-Lambert employs more than 40,000 people worldwide. Statements made in this press release that state "we believe," or other wise state the Company's predictions for the future are forward-looking statements. Actual results might differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company's Annual Report on Form 10K for the year ended June 30, 1998 filed with the U.S. Securities and Exchange Commission. For a copy of this filing, please call the media or investor relations contacts listed on this press release. Note to Editors: For more information on Agouron, you may visit the Agouron Web Site at: http://www.agouron.com and for more information on Warner-Lambert's you may go to www.warner-lambert.com. VIRACEPT(R) is a registered trademark of Agouron Pharmaceuticals, Inc. VIRACEPT is indicated for the treatment of HIV infection when antiretroviral therapy is warranted. This indication is based on analyses of surrogate marker changes in patients who received VIRACEPT in combination with nucleoside analogues or alone for up to 24 weeks. At present, there are no results from controlled trials evaluating the effect of therapy with VIRACEPT on clinical progression of HIV infection, such as survival or the incidence of opportunistic infections. The most commonly observed adverse event of moderate or greater severity in clinical trials of VIRACEPT was diarrhea, which was generally controlled with over-the-counter medications. New onset or exacerbation of diabetes mellitus and hyperglycemia, as well as increased bleeding in patients with hemophilia types A and B, have been reported with protease inhibitors. # # # -----END PRIVACY-ENHANCED MESSAGE-----