---
title: "Pfizer → Warner-Lambert"
url: "https://mahouse.world/ma-deals/pfizer-buy-warner-lambert-2000"
type: "M&A deal"
year: "2000"
---

# Pfizer → Warner-Lambert

Pfizer broke up Warner-Lambert's agreed merger with American Home Products with a hostile counter-bid and bought the company for $90bn in shares — taking full ownership of Lipitor, the cholesterol drug the two had sold together, which became the best-selling medicine of all time.

A hostile bid that displaced Warner-Lambert's agreed merger with American Home Products and secured full control of Lipitor.

- **Acquirer:** Pfizer (United States)
- **Target:** Warner-Lambert (United States)
- **Value:** $90B
- **Announced:** February 2000
- **Completed:** June 2000
- **Sector:** Pharma
- **Deal type:** acquisition

## Why it mattered

Lipitor was discovered by Warner-Lambert, but Pfizer had helped launch and promote it since 1996. When Warner-Lambert agreed on 3 November 1999 to combine with American Home Products in a merger of equals, Pfizer stood to watch a highly valuable partnership pass to a rival. It announced its own proposal the next day and asked the Delaware Court of Chancery to block the agreement's protections — a 14.9% stock option for American Home Products, a break-up fee Pfizer put at about $2bn, and a poison pill — while a second complaint accused Warner-Lambert of breaching a standstill agreement by concealing its talks.

On 6 February 2000 the American Home Products agreement was terminated and Warner-Lambert signed with Pfizer: 2.75 Pfizer shares for each Warner-Lambert share, worth $98.31 a share and $90bn of equity at the 4 February close. American Home Products collected a $1.8bn termination fee; Pfizer accepted a $1.8bn fee of its own, payable if its deal failed in specified circumstances. The Federal Trade Commission cleared the merger on 19 June 2000, the day it closed, after Pfizer agreed to divest the head-lice treatment RID and an early-stage cancer compound, and Warner-Lambert to end its co-promotion of the antidepressant Celexa and sell its interest in the Alzheimer's drug Cognex.

## What it left behind

Lipitor repaid the fight: about $125bn of sales over roughly 14.5 years and, at its $13bn-a-year peak, up to a quarter of Pfizer's revenue. Pfizer kept consolidating — Pharmacia in 2003, then Wyeth, as American Home Products had renamed itself, for $68bn in 2009 — and sold consumer brands that came with Warner-Lambert, Schick to Energizer in 2003 and the consumer division that included Listerine to Johnson & Johnson in 2006. In 2004 Warner-Lambert, by then a Pfizer subsidiary, paid $430m to resolve criminal and civil charges over its off-label promotion of gabapentin. Lipitor's US patent expired on 30 November 2011; the drug is now marketed in the US by Viatris, formed in 2020 when Pfizer merged its off-patent Upjohn business with Mylan. The contest showed who is hardest to keep out of an agreed deal: a partner sharing the target's best asset knows its worth better than anyone, and lock-ups worth about $2bn only set the price of breaking the agreement.

Source: https://en.wikipedia.org/wiki/Atorvastatin