Warner-Lambert plans to buy Agouron

Warner-Lambert Co. will buy Agouron Pharmaceuticals, La Jolla, CA, the Morris Plains, NJ-based company announced.

In a deal valued at $2.1 billion, shares of Agouron stock will be exchanged for Warner-Lambert stock. At press time, Agouron's stock was valued at approximately $59 per share; Warner-Lambert's was worth roughly $72 per share.

"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," said Peter Johnson, Agouron's president and CEO.

Agouron will benefit from Warner-Lambert's significantly larger financial resources and global market presence.

The acquisition will give a boost to Warner-Lambert's new product pipeline and expand its presence in therapeutic areas such as antivirals and oncology. Perhaps most significantly, the deal will give Warner-Lambert ownership of Viracept, a leading anti-HIV protease inhibitor indicated for treatment in adults and children. The product was the first protease inhibitor to receive FDA marketing clearance in 1997.

Currently, Warner-Lambert's leading products are Lipitor, a cholesterol-lowering agent, and Rezulin, a diabetes medication. In 1998, sales of Lipitor were $2.2 billion; sales of Rezulin were $750 million.

Anthony Wild, president of the pharmaceutical division of Warner-Lambert, said that the acquisition should secure the company a position as one of the industry's "fastest growing companies." He noted that the company has more than doubled its pharmaceuticals business over the course of the past two years and added: "In 1996, our worldwide pharmaceutical revenue totaled $2.5 billion. By the end of 1999, we expect they will exceed $7 billion."

For the fiscal year ended June 30, 1998, Agouron achieved total revenue of $467 million.

The transaction, described by the two companies as "a pooling of interests," will still require approval by Agouron's shareholders and the Federal Trade Commission. But shareholders, at least, have strong incentive to approve the deal: If the acquisition is not approved, Warner-Lambert has an option to purchase nearly 20% of Agouron's common stock and can claim a fee of at least $60 million. PR