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Wyeth Announces Stockholder Approval of Pfizer Merger at 2009 Annual Meeting

MADISON, N.J., July 20 /PRNewswire-FirstCall/ -- Wyeth (NYSE: WYE) today announced that its stockholders overwhelmingly approved the adoption of its merger agreement with Pfizer (NYSE: PFE) at Wyeth's Annual Meeting of Stockholders. Based on a preliminary vote count by Wyeth's transfer agent, over 98 percent of shares voted favored the merger. Approval of the merger agreement required an affirmative vote of the majority of outstanding shares.

Commenting on the transaction, Bernard Poussot, Wyeth's Chairman, President and Chief Executive Officer, stated: "The merger is in the best interests of our Company and our stockholders. Combined with Pfizer, we see opportunities for increased scale where needed and resources to become the world's premier biopharmaceutical company and an industry leader in human, consumer and animal healthcare, in both disease prevention and treatment. The combined organization will continue Wyeth's mission to bring innovative medical solutions to patients around the world."

Mr. Poussot also said that the Pfizer transaction resulted from recognition of Wyeth's success in research and development and its early entry into biotechnology, which led to $8 billion in revenue from biopharmaceutical and vaccine products in 2008, making Wyeth the fourth largest biotechnology company in the world.

Mr. Poussot also provided an update on the merger integration planning process with Pfizer. "Wyeth is very engaged in the integration planning process and is working with Pfizer to continue the strategies that have led to our successes. Pfizer views this merger unlike others it has done in the past. They are adding entire businesses and capabilities to enable a significant presence in vaccines, biologics, over-the-counter pharmaceuticals and infant nutritionals. Wyeth's patient-focused business units in these areas will be backed by the scale and resources of a global enterprise. We're very pleased that eight members of Wyeth's senior management team will assume significant leadership roles in R&D and commercial operations in the combined organization post closing."

At the closing of the transaction, Wyeth stockholders will be entitled to receive $33 in cash and 0.985 of a share of Pfizer common stock for each share of outstanding Wyeth stock. The transaction remains subject to necessary global regulatory approvals and other customary closing conditions. On July 17, 2009, an important condition was met when European regulators announced that they had approved the merger. A closing date for the merger has not been announced, but the companies continue to expect the transaction to close at the end of the third quarter or during the fourth quarter of this year.

Summarizing highlights from the past year, Mr. Poussot stated: "The strength and diversity of the Company we have built enabled us to achieve strong 2008 financial results, bring important new products to market, and continue to make good on our research commitment to tackle the world's most difficult diseases such as Alzheimer's and cancer. Despite a difficult economic environment and an unexpected generic attack on our third largest product, Protonix, Wyeth delivered solid financial performance with record revenues of $22.8 billion in 2008, an increase of 2%."

Wyeth also reported solid first quarter 2009 results, confirming that its long-term strategy to build one of the most diversified pharmaceutical companies is on course. By focusing on diversity by product line, by business, by technology platform and by geography, the Company generated 52% of its first quarter revenue outside the United States and 60% of its first quarter revenue from non-traditional pharmaceutical businesses.

Mr. Poussot said the Company's solid performance was driven by continued growth in its core franchises, Enbrel, Prevnar and Nutritionals, and increased contribution from its newer products, Tygacil, Torisel, Pristiq and Relistor. This solid growth is helping to offset the expected declines of products with emerging generic competition. The Company will report its second quarter financial results on July 23, 2009.

In other business, Wyeth stockholders re-elected 11 current members of the Company's Board of Directors. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2009.

In addition, Wyeth stockholders rejected a stockholder proposal regarding reporting on the Company's political contributions and trade association payments; and approved a stockholder proposal requesting the Board to adopt an amendment to Wyeth's bylaws to give holders of 10% of outstanding common stock the power to call special shareowner meetings. The votes on these two stockholder proposals were tabulated in the event the merger does not close and Wyeth continues as a publicly traded company.

Wyeth is one of the world's largest research-driven pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of pharmaceuticals, vaccines, biotechnology products, nutritionals and non-prescription medicines that improve the quality of life for people worldwide. The Company's major divisions include Wyeth Pharmaceuticals, Wyeth Consumer Healthcare and Fort Dodge Animal Health.

The statements in this press release that are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, risks related to our proposed merger with Pfizer, including satisfaction of the conditions of the proposed merger on the proposed timeframe or at all, contractual restrictions on the conduct of our business included in the merger agreement, and the potential for loss of key personnel, disruption in key business activities or any impact on our relationships with third parties as a result of the announcement of the proposed merger; the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products and pipeline products; government cost-containment initiatives; restrictions on third-party payments for our products; substantial competition in our industry, including from branded and generic products; emerging data on our products and pipeline products; the importance of strong performance from our principal products and our anticipated new product introductions; the highly regulated nature of our business; product liability, intellectual property and other litigation risks and environmental liabilities; the outcome of government investigations; uncertainty regarding our intellectual property rights and those of others; difficulties associated with, and regulatory compliance with respect to, manufacturing of our products; risks associated with our strategic relationships; global economic conditions; interest and currency exchange rate fluctuations and volatility in the credit and financial markets; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; risks and uncertainties associated with global operations and sales; and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including our current reports on Form 8-K, quarterly reports on Form 10-Q and annual report on Form 10-K, particularly the discussion under the caption "Item 1A, Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission (SEC) on February 27, 2009. The forward-looking statements in this press release are qualified by these risk factors. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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