[Ip-health] Wall Street Journal: Pfizer in Talks to Buy Wyeth

[Thiru Balasubramaniam]

     * JANUARY 23, 2009

Pfizer in Talks to Buy Wyeth


By MATTHEW KARNITSCHNIG and JONATHAN D. ROCKOFF

Pfizer Inc. is in talks to acquire rival drug maker Wyeth in a deal
that could be valued at more than $60 billion, said people familiar
with the matter.

A combination of these two U.S. pharmaceutical giants would redraw the
boundaries of the global drug industry, which has suffered from
flagging product development and high fixed costs. It would also
represent a high-stakes gambit for Pfizer, which has been stung in the
past by expensive acquisitions.

The two sides have been in discussions for months and a deal isn't
imminent, the people said. Given recent market volatility and overall
economic uncertainty, the talks are especially fragile and could
collapse, the people warned.

Pfizer spokesman Raymond F. Kerins Jr. said the company doesn't
comment on "market rumors and speculation." A Wyeth spokesman said,
"We don't comment on marketplace rumor."
[pfizer wyeth deal]

Joining New York-based Pfizer and Madison, N.J.-based Wyeth would
create a behemoth with combined revenue of about $75 billion and a
line of blockbuster drugs including Pfizer's cholesterol drug Lipitor
and Wyeth's pediatric vaccine Prevnar.

Pfizer, the world's largest drug maker by revenue, would likely use a
combination of cash and stock for the acquisition. Details on price
haven't been worked out, but Wyeth has a market capitalization of
about $52 billion and premiums in the sector have averaged just over
20%. That would put the value of the deal at well over $60 billion.

If completed, a deal could create billions in cost savings through the
combination of back-office operations, research and development, sales
and manufacturing. Like other major pharmaceutical companies, Pfizer
and Wyeth face the looming expiration of patents on their most
lucrative products as well as intense competition from makers of
generic drugs. In addition, a tougher regulatory environment in the
U.S. and overseas has made it more difficult to win approval for new
treatments, forcing companies to narrow their research focus.

Those realities have prompted calls for industry consolidation from
the investment community. For years, companies have withstood pressure
to merge, hoping that new discoveries would allow them to maintain
independence. But with drugs generating an estimated $30 billion in
sales losing patent protection over the next several years, many
analysts have been saying industry consolidation is inevitable.

Unlike other sectors of the economy, the pharmaceutical industry has
historically been buffered from downturns because patients typically
don't stop seeking treatment for major ailments. While there are
growing signs that this recession has triggered a decline in
prescription-drug consumption among cash-strapped consumers, major
companies nonetheless have streams of cash they can use for
acquisitions.

Pfizer alone had more than $27 billion in cash and equivalents on its
balance sheet at the end of 2008, Goldman Sachs estimated in a recent
note to investors. Analysts believe that most of that money is outside
the U.S. and Pfizer would suffer a tax hit if the company repatriated
the funds. Many in the industry have been waiting to see what Pfizer
does before pursuing deals of their own.

The stocks of both companies have held up fairly well over the past
year compared with the rest of the market. Pfizer's shares have fallen
about 23% while Wyeth's stock is down 7.5%. The S&P 500 is off 37%
over the same period.

Combining major drug companies doesn't solve the industry's short-term
need for new drugs, but it would allow the industry to slash research-
and-development spending, which accounts for nearly 20% of sales at
many companies.

With more scale, drug companies would also be better positioned to
acquire biotech companies, which many believe will be a source of
future treatments. Many pharmaceutical companies have already begun to
buy or strike drug-development deals with smaller biotech firms. While
promising in the long term, such deals tend to bring too little
revenues and profits in the short term to make up for the loss of
blockbuster drugs.

Since Jeffrey B. Kindler took Pfizer's helm in 2006, there have been
rumors he would seek a major acquisition. Pfizer has been battling
generic competition for some of its top drugs, while its best-selling
drug, Lipitor, which accounts for one-fourth of its revenue, loses
patent protection in 2011. It has had trouble bringing new products to
market.

Mr. Kindler has been cutting costs, firing more than 15,000 employees
since January 2007. A person familiar with the matter say Pfizer is
planning to cut as many as 2,400 sales-force jobs in the first quarter
of 2009. The chief executive has also been revamping drug-research
efforts, shuttering laboratories and selling manufacturing plants.

Investors and analysts have grown increasingly frustrated that these
steps aren't enough to return Pfizer to the kind of profitability that
made it a stock-market star in the 1990s and early 2000s. Since Mr.
Kindler took over, Pfizer stock is down 34%, compared with a drop of
20% for the Dow Jones Wilshire Pharmaceuticals Index.

Critics have lambasted Pfizer's 2006 sale of its consumer business,
which included the Listerine, Visine and Lubriderm brands, as well as
nonprescription drugs Sudafed and Nicorette. That unit is now helping
its buyer, Johnson & Johnson, weather problems in its own prescription
drug business.

Of big drug makers, Pfizer in particular has been built through big
acquisitions. It gained full control of Lipitor after a $116 billion
takeover of Warner-Lambert Co. in 2000. But Pfizer's deal-making
history also suggests the pitfalls of what analysts say is a reliance
on big takeovers over strong in-house research and smart licensing.

Pfizer bought Pharmacia in 2003 largely for painkiller Celebrex, but
sales plunged after a rival drug, Vioxx, was withdrawn in 2004 over
heart risks.

"The record of big mergers and acquisitions in big pharma has just not
been good. There's just been an enormous amount of shareholder wealth
destroyed," said Gary Pisano, a Harvard Business School professor who
has written about the issue.

Wyeth has had struggles of its own in the past year or two, with sales
of its new antidepressant Pristiq taking off slowly and a plunge in
sales of heartburn drug Protonix after generic competition came sooner
than expected. Midstage trial data of an Alzheimer's drug the company
is developing with Elan Corp. have also disappointed some investors.

Nonetheless, analysts have named Wyeth as a likely target because the
company has products and businesses that complement Pfizer's lineup.
It's not clear what role Wyeth CEO Bernard Poussot would play in the
combined company.

Wyeth has already established a foothold in biotechnology. The company
has had strong success with Prevnar, its pediatric pneumococcal
vaccine, which brought in $2.11 billion in sales in the first nine
months of 2008, a 12% increase over the year-earlier period. The
company's pipeline includes a new version, Prevnar-13, that is
designed to offer enhanced protection against pneumococcal disease.
Another strong biotechnology seller in Wyeth's portfolio is the anti-
inflammatory biologic Enbrel, which Wyeth co-markets with Amgen Inc.

Wyeth also would bring with it an animal-health business and consumer-
health unit whose brands include Advil, Robitussin and ChapStick.
Those businesses would help offset the cyclicality and risks of the
drug business.

In the absence of big merger deals, pharmaceutical companies have
tried to buy time by slashing costs. Most notably, the industry has
eliminated about 15,000 sales jobs since pharmaceutical sales-rep
ranks reached a peak of about 105,000 in the first quarter of 2006,
according to ZS Associates, a sales and marketing consulting firm.

Consultants say the industry still hasn't cut costs nearly enough, and
analysts have increased the pressure on executives like Mr. Kindler.
Investors are especially keen on acquisitions from cash-rich
pharmaceuticals companies now that values of smaller companies have
shrunk.

"There is no major payday in R&D coming in the next several years, and
the personal makeovers will not be enough," Deutsche Bank analyst
Barbara Ryan wrote in a recent note to investors.
=97Dana Cimilluca and Sarah Rubenstein contributed to this article.

Write to Matthew Karnitschnig at matthew.karnitschnig@wsj.com and
Jonathan D. Rockoff at jonathan.rockoff@wsj.com

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Thiru Balasubramaniam
Geneva Representative
Knowledge Ecology International (KEI)
thiru@keionline.org


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