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For Release: 10/14/2009

FTC Order Prevents Anticompetitive Effects from Pfizer=92s = Acquisition of=20 Wyeth

Preserves Competition for Animal Vaccines and Other Animal Health=20 Products

The Federal Trade Commission today announced a settlement resolving = its=20 extensive investigation of Pfizer Inc.=92s proposed $68 billion = acquisition of=20 Wyeth and requiring significant divestitures to preserve competition in = multiple=20 U.S. markets for animal pharmaceuticals and vaccines. The proposed = consent order=20 remedies the anticompetitive effects the Commission believes are likely = to=20 result from the transaction in numerous markets for animal health = products.=20 After a thorough investigation, the Commission concluded that the = transaction=20 does not raise anticompetitive concerns in any human health product = markets.=20

The Commission issued a statement, which can be found as a link to = this press=20 release and on the agency=92s Web site, explaining that FTC staff = thoroughly=20 investigated both numerous potential overlaps where the companies may = compete=20 against each other in the human pharmaceutical area, and the = transaction=92s=20 broader impact on incentives to innovate and marketing practices. The = evidence=20 demonstrated that the transaction likely would not harm consumers in any = prescription drug market where the companies currently overlap, reduce=20 incentives to innovate, create intellectual property barriers, or allow = Pfizer=20 to engage in anticompetitive marketing practices.

=93The Commission=92s extensive investigation and commitment of = resources in this=20 matter reflects its dedication to ensuring that pharmaceutical markets = are=20 competitive and that consumers have access to innovative and affordable=20 medications,=94 the FTC=92s statement explained. =93Although the = Commission, based on=20 the evidence gathered, determined that this transaction did not raise=20 anticompetitive concerns in the markets for human pharmaceuticals, the=20 Commission remains dedicated to ensuring that pharmaceutical markets are = competitive. =94

According to the FTC=92s complaint, Pfizer=92s acquisition of Wyeth = would violate=20 federal law by reducing competition in several U.S. markets for the = manufacture=20 and sale of animal vaccines and animal pharmaceutical products. A = description of=20 each product, its uses, and the market shares held by Pfizer and Wyeth = can be=20 found in the Analysis to Aid Public Comment on the FTC consent order at = http= ://www.ftc.gov/os/caselist/0910053/091014pwyethanal.pdf.

The complaint charges that the proposed transaction likely would harm = competition in each of the relevant markets by reducing the number of = suppliers=20 and leaving veterinarians and other animal health product customers with = limited=20 options. Without the competition provided by Pfizer and Wyeth in these = markets,=20 customers are more likely to see prices rise, according to the = complaint. The=20 complaint further alleges that the entry of new competitors in these = markets=20 would not be timely, likely, nor sufficient to offset the loss of = competition,=20 and that the transaction would increase the likelihood that Pfizer could = act on=20 its own or with other companies to raise prices.

Under the terms of the FTC=92s proposed consent order, Pfizer has = agreed to=20 sell approximately half of Wyeth=92s Fort Dodge U.S. animal health = business to=20 Boehringer Ingelheim Vetmedica, Inc., within 10 days of the acquisition. = The=20 Fort Dodge assets to be sold include vaccines for cattle, dogs, and = cats, and=20 other pharmaceutical products used in treating cattle, dogs, cats, and = horses.=20 Pfizer will also sell its horse vaccines to Boehringer Ingelheim.

The order also requires Pfizer to provide some key services to = Boehringer=20 Ingelheim on an interim basis to ensure it is able to compete after the = deal is=20 completed, and to provide the necessary regulatory approvals, brand = names,=20 marketing materials, customer contracts, and other assets needed to = market the=20 products in the United States. In addition, Pfizer will return its = exclusive=20 distribution rights for a product to treat tapeworms in horses to Virbac = S.A.,=20 the manufacturer of the product, to restore competition in the market = for that=20 product.

Throughout the course of the FTC=92s investigation, staff = communicated and=20 cooperated with their counterparts in the European Commission=92s = Competition=20 Directorate (EC), and the competition authorities in Canada, Australia, = Mexico,=20 New Zealand, and South Africa that also are reviewing, or already have = reviewed,=20 this proposed merger.

The Commission vote approving the proposed consent order was 2-0, = with=20 Commissioners Pamela Jones Harbour and William E. Kovacic recused. The = order=20 will be subject to public comment for 30 days, until November = 16,=20 2009, after which the Commission will decide whether to make it = final.=20 Comments should be sent to: FTC, Office of the = Secretary, 600=20 Pennsylvania Ave., N.W., Washington, DC 20580. To submit a comment=20 electronically, please click on: https://public.c= ommentworks.com/ftc/pfizerwyeth.

NOTE: A consent agreement is for settlement purposes = only=20 and does not constitute an admission of a law violation. When the = Commission=20 issues a consent order on a final basis, it carries the force of law = with=20 respect to future actions. Each violation of such an order may result in = a civil=20 penalty of $16,000.

Copies=20 of the complaint, consent order, and an analysis to aid in public = comment can be=20 found on the FTC=92s Web site at http://www.ftc.gov/ and also from the = FTC=92s=20 Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., = Washington,=20 D.C. 20580. The FTC=92s Bureau of Competition works with the Bureau of = Economics=20 to investigate alleged anticompetitive business practices and, when = appropriate,=20 recommends that the Commission take law enforcement action. To inform = the Bureau=20 about particular business practices, call 202-326-3300, send an e-mail = to antitrust@ftc.gov, or write to the = Office of=20 Policy and Coordination, Room 383, Bureau of Competition, Federal Trade=20 Commission, 600 Pennsylvania Ave, N.W., Washington, DC 20580. To learn = more=20 about the Bureau of Competition, read =93Competition Counts=94 at http://www.ftc.gov/competit= ioncounts.

MEDIA CONTACT:=20
Mitchell J. Katz
Office of Public = Affairs
202-326-2161=20
STAFF CONTACT:=20
Michael R. Moiseyev,
Bureau of = Competition
202-326-31061=20
(FTC File No. 091-0053)
(Pfizer-Wyeth.final.wpd)

Related Items:

In the = Matter=20 of Pfizer Inc., a corporation, and Wyeth, a = corporation.
Docket No.=20 C-4267
FTC File No. 091=20 0053

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Last Modified: Wednesday, = October 14, 2009=20