The merger

The vote

The Pfizer shares

Other questions

A special meeting of Pharmacia shareholders will be held on December 9, 2002, at 1 p.m. (local time) at the Hotel du Pont in Wilmington, Delaware, U.S.A. The purpose of this special meeting is:

The holders of Swedish depositary receipts in Pharmacia can vote at the special meeting by submitting a signed proxy card in the enclosed reply envelope. Please note that the last day for proxy card to be received by WM-data for holders of Swedish depositary receipts in Pharmacia is 10 am (CET) on December 9, 2002. Incomplete, improperly completed, unsigned or late proxy cards may be disregarded.

         A copy of the merger agreement is included as Appendix A to the joint proxy statement. If you want to change your vote you may do so by submitting a new proxy card so that it is received before the last day proxy cards can be submitted, to Pharmacia, c/o WM-data, Box 27030, 102 51 Stockholm, Sweden. A new proxy card may be ordered from WM-data at phone number +46 8 670 72 08.

         If you do not vote, it is the same as a vote against adoption of the merger agreement.

Recommendations to the shareholders and holders of Swedish depositary receipts in Pharmacia
Pharmacia’s board of directors believes the merger is advisable, fair and in the best interests of shareholders

and holders of Swedish depositary receipts and recommends that they vote FOR the proposal to adopt the merger agreement.

Shareholders and holders of Swedish depositary receipts in Pharmacia vote required
Adoption of the merger agreement requires the affirmative vote of at least a majority of the votes represented by the outstanding shares of Pharmacia common stock (including Swedish depositary receipts in Pharmacia), and Pharmacia Series B convertible perpetual preferred stock, voting together as a single class.

         If you do not vote, it is the same as a vote against the adoption of the merger agreement.

Opinions of financial advisors
In connection with the merger, the Pfizer board of directors considered the opinions of Lazard Frères & Co. LLC and of Bear, Stearns & Co. Inc., Pfizer’s financial advisors. The Pfizer board of directors received written opinions from each of Lazard and Bear Stearns as to the fairness, from a financial point of view, to Pfizer of the exchange ratio in the merger as of July 13, 2002.

         Goldman, Sachs & Co. delivered its opinion to the Pharmacia board of directors that, as of July 13, 2002, and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders of Pharmacia common stock.

         For copies of these opinions please see the joint proxy statement.

Receipt of shares of Pfizer
The holders of Swedish depositary receipts in Pharmacia will be entitled to receive 1.4 newly issued shares of Pfizer for each depositary receipt held. The completion of the merger is currently expected to occur by the end of 2002. However, the timing of completion depends on external factors outside Pfizer’s control.

         As a result and in connection to the merger, the Swedish depositary receipts in Pharmacia will be delisted from the Stockholmsbörsen. Pharmacia will as soon as possible announce last day for trading, delisting and delivery of Pfizer shares through a press release.

         Pfizer currently has no intention to list its shares on Stockholmsbörsen or to register its shares with VPC.

Swedish shareholders in Pfizer
The Pfizer shares are non-Swedish securities and cannot be registered in a VP account. Pfizer intends to offer two different alternatives to hold shares for new shareholders in Pfizer: (1) in a newly opened account registered with Pfizer’s American share registrar, EquiServe; or (2) in a newly opened or in an existing custodian account with a bank or other nominees. If you do not do anything and do not hold your Swedish depositary receipts in Pharmacia in a custodian account it is the intention that your shareholding will be registered with EquiServe as stated below.

Newly opened account with EquiServe
EquiServe is the holder of the Pfizer shareholder register and administers the shares of current Pfizer shareholders worldwide. Holding Pfizer shares with EquiServe is free of charge. The shares are electronic book-entry shares, in the same manner as with VPC, which means that no share certificates will be issued.

         It is Pfizer’s intention that holders of directly registered Swedish depositary receipts in Pharmacia will be able to receive Pfizer shares automatically into an account opened on their behalf with EquiServe. EquiServe has the ability to hold fractions of shares, which means that holders of Swedish depositary receipts in Pharmacia will receive the exact number of shares of Pfizer, including fractions of shares, to which they are entitled. The shares of Pfizer will be made available in the former Swedish depositary receipt holders’ newly opened accounts with EquiServe as soon as possible after the closing date. Pfizer expects this to occur within approximately 21 days of the closing. Former Swedish depositary receipt holders in Pharmacia will not be able to trade their new Pfizer shares until the new Pfizer shares are delivered into the individual accounts.

Newly opened or existing custodian account
Holders of Swedish depositary receipts in Pharmacia who do not wish to have their Pfizer shares and fractional shares registered with EquiServe should contact a bank or a nominee in sufficient time before the closing date, and instruct them to transfer their holdings of Swedish depositary receipts in Pharmacia from their VP account into a newly opened or existing custodian account. The exchange of shares will be made in accordance with the policies and practices of each nominee.

         Holders of Swedish depositary receipts in Pharmacia whose holdings already are held in the name of a bank, Aktiesparinvest or other nominee will not automatically have an account opened on their behalf with EquiServe. The newly issued shares of Pfizer will be registered on the custodian account in accordance with the policies and practices of each nominee.

Holding shares with EquiServe
For former holders of Swedish depositary receipts in Pharmacia who have become Pfizer shareholders to be able to hold Pfizer shares in EquiServe in an efficient manner, certain administrative actions will need to be taken by such holders. Pfizer intends to distribute forms and additional information about EquiServe to holders of Swedish depositary receipts in Pharmacia immediately after the special meeting of Pharmacia shareholders, requesting that such holders provide bank account information, and complete tax status forms. Once returned, this information will simplify any future receipt of dividends or proceeds from any sale of Pfizer shares.

         Holding Pfizer shares directly with EquiServe may entail certain consequences for former holders of Swedish depositary receipts in Pharmacia resident in Sweden, in respect of tax withholding and reporting. Further information will be provided after the special meeting. Please also refer to section Tax considerations for holders of Swedish depositary receipts in Pharmacia.

         A Swedish language help line will be established to answer questions about EquiServe and the share transfer process, and to provide help with completing the necessary forms. The phone number of Pfizer’s shareholder service is 020-130 12 00.

Ability to trade shares held in EquiServe
EquiServe offers directly registered Pfizer shareholders the opportunity to sell their shares at low costs. Traditionally the cost has been 15 dollars plus 6 cents per share. After the merger, it is the intention that all Pfizer shareholders holding their shares with EquiServe, including former holders of Swedish depositary receipts in Pharmacia, will be able to sell these shares without

commission for a period through the end of March 2003. In the event that completion of the merger is delayed, Pfizer may extend this period. The dealing service provides shareholders with the opportunity to trade Pfizer shares on the New York Stock Exchange, by way of orders sent through a Swedish interactive telephone service, by internet or by mail. Further details on how to sell Pfizer shares registered with EquiServe will be distributed to holders of Swedish depositary receipts in Pharmacia immediately after the special meeting of Pharmacia shareholders.

         Shareholders whose holdings are registered with a bank, Aktiesparinvest or other nominee should send orders to their respective nominee in accordance with the policies and practices of each nominee.

Pfizer Shareholder Investment Program
Former holders of Swedish depositary receipts in Pharmacia who have become Pfizer shareholders holding their Pfizer shares with EquiServe will have the opportunity to enter the Pfizer Shareholder Investment Program. Designed for private investors, this program allows individuals to add to their holdings of Pfizer and reinvest dividends in Pfizer shares with no commission. Information on this program can be found in the “Investing in Pfizer” pages of the Pfizer web site at www.pfizer.com, and further details, including information in Swedish, will be distributed to holders of Swedish depositary receipts in Pharmacia immediately after the special meeting of Pharmacia shareholders together with application forms allowing them to join the Pfizer Shareholder Investment Program, and to elect to reinvest dividends received on their Pfizer shares.

Ownership of Pfizer after the merger
Pfizer may issue up to 1.804 billion shares of Pfizer common stock to Pharmacia shareholders (including holders of Swedish depositary receipts) in the merger. Immediately following completion of the merger, it is expected that there will be approximately 7.986 billion shares of Pfizer outstanding. The shares of Pfizer common stock to be issued to Pharmacia shareholders and holders of Swedish depositary receipts in Pharmacia in the merger will represent approximately 23 per cent of the outstanding Pfizer common stock after the merger on a fully diluted basis. This information is based on the number of Pfizer and Pharmacia shares and options outstanding on June 30, 2002.

Information to the new Pfizer shareholders
The shares of Pfizer will be traded on the New York Stock Exchange under the symbol “PFE”. Pfizers shares are also listed on the London, Zürich and Euronext stock exchanges. Information on Pfizer is available on its websites, www.pfizer.com and www.pfizer.se. Information on the share price performance

can be found on the website of the each stock exchange, at www.nyse.com, www.londonexchange.com, www.swx.com and www.euronext.com. Pfizer does not intend to list its shares on the Stockholmsbörsen and, following the merger, Pfizer will be disseminating information about the company in English.

Capital stock
The following summary of the terms of the capital stock of Pfizer before and after the merger is not meant to be complete and is qualified by reference to Pfizer’s certificate of incorporation and Pfizer’s by-laws.

Authorized Capital Stock
Prior to Completion of the Merger. Under Pfizer’s certificate of incorporation, Pfizer’s authorized capital stock consists of nine (9) billion shares of Pfizer common stock, $.05 par value, and twelve (12) million shares of preferred stock, without par value.

         After Completion of the Merger. At the Pfizer special meeting, holders of Pfizer common stock will be asked to approve an amendment to the Pfizer certificate of incorporation increasing the authorized number of shares of common stock to twelve (12) billion and the number of shares of preferred stock to twenty seven (27) million.

Pfizer Common Stock
Pfizer Common Stock Outstanding. The outstanding shares of Pfizer common stock are, and the shares of Pfizer common stock issued under the merger will be, duly authorized, validly issued, fully paid and non-assessable.

         Voting Rights. Each holder of Pfizer common stock is entitled to one vote for each share in Pfizer common stock held of record on the applicable record date on all matters submitted to a vote of shareholders.

         Rights Upon Liquidation. In the event of liquidation, each share in Pfizer common stock is entitled to share pro rata in any distribution of Pfizer’s assets after payment or providing for the payment of liabilities and the liquidation preference of any outstanding Pfizer preferred stock.

         Preemptive Rights. Holders of Pfizer common stock have no preemptive rights to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities.

         Preferred Stock Purchase Rights. Each holder of Pfizer common stock is also the holder of one preferred stock purchase right for each share of common stock of Pfizer. Each right represents the right to purchase one thousandth of a share of Series A Junior Preferred Stock of Pfizer at a price of $275 and is exercisable upon the occurrence of certain specified events.

Pfizer Preferred Stock
Pfizer Preferred Stock Outstanding. As of the date of the accompanying joint proxy statement, no shares of Pfizer preferred stock were issued and outstanding.

         Three (3) million shares of Pfizer preferred stock have been designated Series A Junior Preferred Stock and reserved for issuance upon exercise of the rights distributed to the shareholders of Pfizer common stock pursuant to a rights agreement.

         Blank Check Preferred Stock. Under Pfizer’s certificate of incorporation, Pfizer’s board of directors has the authority, without shareholder approval, to create one or more classes or series within a class of preferred stock, to issue shares of preferred stock in such class or series up to the maximum number of shares of the relevant class or series of preferred stock authorized, and to determine the preferences, rights, privileges and restrictions of any such class or series, including the dividend rights, voting rights, the rights and terms of redemption, the rights and terms of conversion, liquidation preferences, the number of shares constituting any such class or series and the designation of such class or series.

Pfizer shareholders’ meeting
The annual meeting of the shareholders of Pfizer shall be held on such date and at such time and place as the Pfizer board of directors may designate. The date, place and time of the annual meeting shall be stated in the notice of such meeting delivered to or mailed to shareholders. Generally, Pfizer’s annual shareholders’ meeting is held on the fourth Thursday of April. Assuming that Pfizer’s annual meeting 2003 is held on schedule, the date of the meeting will be April 24, 2003. At such annual meeting the shareholders shall elect directors, in accordance with the requirements of the certificate of incorporation, and transact such other business as may properly be brought before the meeting. Written notice of an annual meeting shall be given to each shareholder entitled to vote thereat, not less than ten nor more than sixty days prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage pre-paid, directed to the shareholder at his or her address as it appears on the records of Pfizer.

Dividends
Ordinary dividend payment
The holders of Pfizer common stock are entitled to receive, from funds legally available for the payment thereof, dividends when and as declared by resolution of Pfizer’s board of directors, subject to any preferential dividend rights granted to the holders of any outstanding Pfizer preferred stock. Dividends are paid quarterly.

As a U.S. company, Pfizer pays dividends to holders of Pfizer shares in U.S. dollars and Pfizer shareholders resident outside the United States do not receive dividends from Pfizer in their local currencies. Dividends are usually distributed by cheque or electronic transfer.

         In many countries, including Sweden, there are high costs levied by banks for receiving, holding or exchanging payments in foreign currencies. For this reason many of Pfizer’s non-U.S. shareholders choose either to reinvest their dividends directly through the Pfizer dividend reinvestment program, which forms part of the Pfizer Shareholder Investment Program, described above, or to hold their Pfizer shares through a bank or nominee.

         More information about this program will be distributed to holders of Swedish depositary receipts in Pharmacia immediately after the special meeting of Pharmacia shareholders.

Temporary dividend in Swedish kronor
In order to give former holders of Swedish depositary receipts in Pharmacia who have become Pfizer shareholders more time to make the arrangements necessary to receive dividends in U.S. dollars on the new Pfizer shares or to reinvest their dividends through the Pfizer Shareholder Investment Program, Pfizer intends to make the first two dividend payments following the closing date in Swedish kronor to those former holders of Swedish depositary receipts in Pharmacia who have not made arrangements for receiving dividends in U.S. dollars. Swedish kronor dividends will be paid by electronic transfer to those shareholders that have returned bank account information to EquiServe. In the absence of bank account information, EquiServe will distribute cheques in Swedish kronor by mail. The amount received in Swedish kronor will be paid after deduction of foreign exchange costs.

         Please also refer to the section Tax considerations for holders of Swedish depositary receipts in Pharmacia regarding deductions of U.S. withholding tax and Swedish tax on dividends. Former holders of Swedish depositary receipts in Pharmacia that have become Pfizer shareholders holding their shares with EquiServe should return the tax status form regardless of whether they receive dividends in U.S. dollars or in Swedish kronor.

Election of board of directors, executive officers and auditors
Election of Directors
The number of directors which shall constitute the whole board of directors in Pfizer shall not be less than ten, nor more than twenty-four, the exact number within said limits to be fixed from time to time solely

by resolution of the board, acting by the vote of not less than a majority of the directors then in office. At the annual meeting, directors shall be elected on staggered terms in accordance with the requirements of Pfizer’s by-laws and certificate of incorporation.

         Pfizer’s by-laws provide that only those persons nominated by the board of directors or by a shareholder of record of a class of shares entitled to vote for the election of directors who complies with the notice procedures in Pfizer’s by-laws may be elected as directors. The notice procedure in Pfizer’s by-laws require shareholders to give written notice to Pfizer as follows:

         For an election to be held at an annual meeting, notice must be received:

         With respect to any other annual meeting or special meeting of the shareholders, notice must be received by the close of business on the tenth day following the date on which public announcement of the date of the meeting was first made.

         The notice must include, among other things, information on the nominating shareholder and information regarding the nominee required by the proxy rules of the SEC.

         Pfizer’s board of directors currently consists of sixteen directors divided into three classes, with each class elected for three-year terms whose terms expire at successive annual meetings. Six directors were elected at the annual meeting 2002 to serve for a three-year term expiring at the annual meeting in 2005.

         Prior to the completion of the merger, Pfizer shall cause Mr. Fred Hassan, Chairman and Chief Executive Officer of Pharmacia, to be appointed to the board of directors of Pfizer, and elected Vice-Chairman of the combined company, in each case, effective as of the completion of the merger.

Election of Executive Officers
The board of directors of Pfizer, at its first meeting after each annual meeting, of shareholders, shall elect at least the following officers: a Chair of the board and/or a President, one or more Vice Presidents, a Controller, a Treasurer and a Secretary. The board may also elect, appoint, or provide for the appointment

of such other officers and agents as may from time to time appear necessary or advisable in the conduct of the affairs of Pfizer. The board of directors may fill any vacancy occurring in any office of Pfizer at any regular or special meeting.

Election of Auditors
The board of directors of Pfizer, upon the recommendation of its Audit Committee, appoints the Pfizer’s independent auditor, subject to the approval of Pfizer’s shareholders.

Changes in the Certificate of Incorporation
Pfizer’s certificate of incorporation generally may be amended by the affirmative vote of the majority of the outstanding shares; however the affirmative vote of 80% of the outstanding shares is necessary to amend certain sections of Article Seventh (related to the management and affairs of the company) and the entire Article Eighth (related to restrictions on actions and transactions by Pfizer and a related person).

         At the Pfizer special meeting, the shareholders will be asked to approve an amendment to the Pfizer certificate of incorporation increasing the authorized number of shares in the company. Approval of the amendment requires the affirmative vote of at least a majority of the outstanding shares of Pfizer common stock. The merger cannot be completed unless the shareholders approve the amendment to the certificate of incorporation.

Fiscal year
Pfizer’s fiscal year begins on the first day of January in each year and ends on December 31.

The following is a description of certain Swedish tax consequences related to the merger between Pharmacia and Pfizer. The description is based on the laws of the Kingdom of Sweden as currently in effect¹ and is applicable to holders of Swedish depositary receipts in Pharmacia who are residents of Sweden for tax purposes. The summary below is not intended to be exhaustive and does not cover tax issues in cases where securities are held as current assets in business operations or by a partnership. Special tax consequences that are not described below may arise. Holders of Swedish depositary receipts in Pharmacia should therefore consult a tax advisor as to the tax consequences relating to their particular circumstances. Holders of Swedish depositary receipts in Pharmacia not resident in Sweden, holders of US shares of Pharmacia and holders that move from Sweden after the merger is completed are especially encouraged to consult a tax advisor.

Summary
In the merger between Pharmacia and Pfizer, holders of Swedish depositary receipts in Pharmacia will be deemed to have disposed of their shares for consideration in Pfizer shares. As a general rule, the disposal will trigger capital gains taxation.

         The Council for Advance Tax Rulings has, however, confirmed that the new provisions in respect of rollover relief are applicable in the contemplated merger. Under these provisions, which are applicable for individuals who are resident in Sweden, capital gains are not taxable and capital losses not deductible in a share-for-share exchange provided certain requirements are met. The tax basis for the Swedish depositary receipts in Pharmacia will instead be rolled-over to the Pfizer received. Capital gains or capital losses will thus not be realized until the Pfizer shares are disposed of. Limited liability companies and other holders of Swedish depositary receipts in Pharmacia for which the provisions in respect of roll-over relief are not applicable may, under certain circumstances, instead request deferred taxation of capital gains.

         In order for the share-for-share exchange provisions to apply, it is necessary for Pfizer to own shares representing more than 50 per cent of the voting power of Pharmacia at the end of the calendar year in which the merger becomes effective, i.e. Pfizer may not dispose of the Pharmacia shares during the year when the merger becomes effective. Pfizer intends to hold shares in Pharmacia in such manner that this requirement will be met.

         Any sale of Pfizer shares or fractional Pfizer shares is, however, subject to capital gains taxation.

Tax consequences of the merger
The merger between Pharmacia and Pfizer will, as a general rule, trigger capital gains taxation. The Council for Advance Tax Rulings has, however, confirmed that the provisions in respect of roll-over relief are applicable in the merger. This means that no taxable capital gain or deductible capital loss will arise for holders of Swedish depositary receipts in Pharmacia that are individuals resident in Sweden. The tax basis for the Swedish depositary receipts in Pharmacia will instead automatically be rolled-over to the Pfizer shares received.² Normally, there is thus no need for such individuals to report the merger in their tax returns. Limited liability companies and others must report the merger in their tax returns, but may instead claim deferred capital gains taxation, see below Deferred capital gains taxation.

         A capital gain or a capital loss is computed as the difference between the revenue received³, after deduction for sales costs, and the tax basis. Any deferred tax amount (in Swedish uppskovsbelopp) will normally also become taxable. The tax basis of all securities of the same class and type are added together and computed collectively under the “average method”. Holders of Swedish depositary receipts in Pharmacia that received shares in Monsanto Company in Pharmacia’s distribution of such shares should note that a portion of the original tax basis of the Swedish depositary receipts in Pharmacia entitled to the distribution will be allocated to the Monsanto Company shares received. The tax basis of the Swedish depositary receipts in Pharmacia will be reduced correspondingly. The National Tax Board intends to issue recommendations regarding the allocation of the tax basis in November. Since the shares in Pharmacia are listed, the tax basis for those shares may, as an alternative, be determined as 20 per cent of the net sale revenue in accordance with the “standard rule”.

         For individuals, capital gains are taxed in the capital income category at a rate of 30 per cent. A capital loss may be fully offset against capital gains on shares and other listed securities that are taxed as shares realized in the same year as the loss. 70 per cent of a loss in excess of such gain will be deductible from other income from capital. If a net loss should arise in the capital income category in a given year, such excess net loss may reduce the tax on income from employment and business operations as well as real estate tax. The tax reduction is granted at 30 per cent of the net loss that does not exceed SEK 100,000 and at 21 per cent for any remaining part. Excess net loss not absorbed by these tax reductions cannot be carried forward to future tax years.

Holders of Swedish depositary receipts in Pharmacia should carefully consider the following factors, in addition to those factors discussed in the documents that have been filed with the SEC and which have been incorporated into the accompanying joint proxy statement, and the other information in this document and the accompanying joint proxy statement, before submitting a proxy for the Pharmacia special meeting.

The value of Pfizer shares received will fluctuate
The number of shares of Pfizer common stock issued in the merger for each share of Pharmacia common stock is fixed. The market prices of Pfizer common stock and Pharmacia common stock when the merger is completed may vary from their market prices at the date of this document and at the date of the special shareholders’ meetings of Pfizer and Pharmacia. For example, during the 12 month period ending on October 18, 2002 the most recent practical date prior to the mailing of this information brochure, Pfizer common stock traded in a range from a low of $25.13 to a high of $44.04 and ended that period at $33.49, and Pharmacia common stock traded in a range from a low of $30.49 to a high of $46.87 and ended that period at $45.30.

These variations may be the result of various factors including:

The merger may not be completed until a significant period of time has passed after the Pfizer and Pharmacia special meetings. At the time of their respective special meetings, Pfizer and Pharmacia shareholders and holders of Swedish depositary receipts in Pharmacia will not know the exact value of the Pfizer common stock that will be issued in connection with the merger.

         Shareholders of Pfizer and shareholders and holders of Swedish depositary receipts in Pharmacia are urged to obtain current market quotations for Pfizer and Pharmacia common stock.

Pharmacia and Pfizer may be unable to successfully integrate their operations and realize the full cost savings that are anticipated

The merger involves the integration of two companies that have previously operated independently. The difficulties of combining the companies’ operations include:

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses and the loss of key personnel. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of the two companies’ operations could have an adverse effect on the business, results of operations, financial condition or prospects of the combined company after the merger.

         Among the factors considered by the Pfizer and the Pharmacia boards of directors in connection with their respective approvals of the merger agreement were the opportunities for operating efficiencies that could result from the merger. The board of directors of Pharmacia and Pfizer cannot give any assurance that these savings will be realized within the time periods contemplated or even if they will be realized at all.

Pharmacia and Pfizer will incur significant transaction, merger-related and restructuring costs in connection with the merger

Pfizer and Pharmacia expect to incur costs associated with combining the operations of the two companies, transaction fees and other costs related to the merger. The total estimate includes approximately $100 million for transaction costs and between $3.5 and $4.0 billion of restructuring and integration costs. The estimated $100 million of transaction costs are expected to be recorded as a component of the purchase price. Approximately $1 billion of the restructuring costs are expected to be included as a liability in the purchase price allocation. These amounts are preliminary estimates and subject to change. Additional unanticipated costs may be incurred in the integration of the businesses of Pfizer and Pharmacia. Although Pfizer and Pharmacia expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, the boards of directors of Pharmacia and Pfizer cannot give any assurance that this net benefit will be achieved in the near term, or at all.

Due to limitations imposed by antitrust and other laws, Pfizer and Pharmacia are unable to share information necessary to complete a compound-by-compound valuation of Pharmacia’s in-process research and development. Pfizer’s current estimate of the write-off of in-process Pharmacia research and development may not be accurate Under the Hart-Scott-Rodino Anitrust Improvements Act of 1976, as amended, and other relevant laws and regulations, there are significant limitations regarding what Pfizer can learn about specific Pharmacia scientific research projects that are under way. Pfizer and Pharmacia have not been able to discuss any specifics of many of the in-process research and development projects and the range of possible outcomes. As data that would be needed to conduct a valuation of specific projects cannot be shared due to the legal constraints, and as the process will take more than three months to complete, Pfizer has not done a compound-by-compound valuation of Pharmacia’s in-process research and development. Instead, Pfizer determined the 13 billion dollar in-process research and development charge included as part of the Pro Forma Financial Data on pages II – 1 through II – 11 in the joint proxy statement and on pages 20 through 25 in this brochure was a reasonable estimate based upon what it knows about the various products within the Pharmacia pipeline indicated above and the market for such potential products, Pfizer’s general understanding of Pharmacia’s procedures, the amount of money spent on such projects to date and Pfizer’s own extensive experience with R&D activities, including the probabilities of success of compounds in various stages of completion, as well as a review of publicly available information for precedent merger and acquisition transactions in the health care industry. Although the boards of directors of Pharmacia and Pfizer believe that Pfizer’s estimate of the in-process research and development charge arising from the acquisition of the Pharmacia research portfolio is reasonable, no assurance can be given that a compound-by-compound valuation will confirm Pfizer’s estimate. If Pfizer’s estimate is lower or higher than the actual value of Pharmacia’s in-process research and development the combined company will be required to take a one time charge or addition to earnings to reflect the difference in the period in which the compound-by-compound valuation is completed. The board of directors of Pfizer and Pharmacia expect the final evaluation to be completed within six to twelve months of the completion of the merger. See Pro Forma Financial Data on pages II – 1 through II – 11 in the joint proxy statement and on pages 20 through 25 in this brochure.

Obtaining required approvals and satisfying closing conditions may delay or prevent completion of the merger
Completion of the merger is conditioned upon the receipt of all material governmental authorizations, consents, orders and approvals, including the expiration or termination of the applicable waiting periods, and any extension of the waiting periods, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the European Commission. Pfizer and Pharmacia intend to pursue all required approvals in accordance with the merger agreement. The requirement for these approvals could delay the completion of the merger for a significant period of time after Pfizer and Pharmacia shareholders have approved the proposals relating to the merger at their respective special meetings. No assurance can be given, however, that these approvals will be obtained or that the required conditions to closing will be satisfied, and, if all such approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals or that they will satisfy the terms of the merger agreement.

Pfizer and Pharmacia are the subject of various legal proceedings
Pfizer and Pharmacia are involved in various patent, product liability, consumer, environmental and tax claims and litigations and additional matters that arise from time to time in the ordinary course of business. These include challenges to the coverage and/or validity of patents on products or processes and allegations of injuries caused by drugs or medical devices. In addition, Pfizer and Pharmacia are subject to national, state and local environmental laws and regulations. Pfizer and Pharmacia are also involved in or are the subject of governmental or regulatory agency inquiries or investigations from time to time.

The shares of Pfizer will not be listed on the Stockholmsbörsen
Pfizer currently has no intention of listing its shares on the Stockholmsbörsen. This means that the shares of Pfizer that the holders of Swedish depositary receipts in Pharmacia will receive in exchange for their depositary receipts cannot be sold on the Stockholmsbörsen and additional shares cannot be purchased on the Stockholmsbörsen.

         The costs to buy or sell foreign securities that are not listed on the Stockholmsbörsen, such as the shares of Pfizer, may be higher than the costs the holders of Swedish depositary receipts in Pharmacia incur at present when trading with their Swedish depositary receipts in Pharmacia on the Stockholmsbörsen. For further information see Information about the Pfizer shares.

While each of Pfizer and Pharmacia has growth potential and prospects for its immediate and long-term future as a stand-alone entity, the boards of directors of Pharmacia and Pfizer believe that a combination of the two companies will create a leading global pharmaceutical company with greater diversity, breadth and financial resources that will have the opportunity to enhance shareholder value in ways that are unlikely to be achieved by Pfizer or Pharmacia alone. Specifically, the combined company would be uniquely positioned to benefit from the following:

Enhanced revenue potential
The merger will combine two large and fast-growing firms in the pharmaceutical industry, which will create the opportunity for solid growth potential, improved financial returns and accelerated earnings growth. The combined company would be a larger enterprise with a broader and more diversified product line than either Pfizer or Pharmacia on a stand-alone basis, with estimated potential combined revenues of $52.8 billion in 2003.

         As competition intensifies in the industries in which Pfizer and Pharmacia participate, the boards of both companies believe that the combined company will benefit from an enhanced potential for revenue growth in the following areas and for the following reasons:

The boards of directors of Pharmacia and Pfizer believe the increased scale of the combined company, and the benefits in the areas mentioned above, could result in greater efficiency and an enhanced potential for revenue growth.

         While the boards of directors of Pharmacia and Pfizer expect that they will be able to realize enhanced revenues, no assurance can be given that they will actually be able to do so.

Significant cost savings
The combined company is expected to increase its profitability through cost savings and operating efficiencies resulting from the elimination of duplicative facilities and functions which would exist in the combined company in the United States, through multiple organizations and systems in over thirty foreign countries, and through the benefits of leveraging our combined annual external purchases. Pfizer estimates that savings from reductions in cost of goods sold will be realized by optimization of global manufacturing, involving over 100 manufacturing sites of the two companies around the world. The combined company may also be able to leverage its marketing and sales infrastructure to support existing and new products. Savings from sales, general and administrative expenses are expected to be realized by the combination of two worldwide headquarters and multiple staff support functions in over thirty countries. In addition to the competitive advantage gained by the size of the research and development budget, the combination of the research and development programs will permit the combined company to utilize the best science, research, development capabilities and procedures of each company. Pfizer’s human pharmaceutical research and development expenditures have been growing by a compound annual growth rate of 14 per cent over the last three years. Based on the boards of directors of Pharmacia and Pfizer review of and assumptions about the operations and infrastructure of the two companies, the boards of directors of Pharmacia and Pfizer expect that the combined company will realize annual cost savings of approximately $2.5 billion by 2005. The boards of both companies expect to achieve such cost savings as follows:

The estimated cost savings reflect the realization of cost reduction opportunities and efficiencies through the ability to consolidate separate stand-alone operations into a single entity. While the boards of directors of Pfizer and Pharmacia expect

that they will be able to realize these cost savings, no assurance can be given that they will actually be able to do so.

         The managements of both companies believe that the financial performance of the combined company will be enhanced by the potential cost savings expected from the merger.

         In connection with the review of the merger, Pfizer and Pharmacia management each prepared financial forecasts for their respective organizations on a stand-alone, pre-merger basis. These forecasts were exchanged by Pfizer and Pharmacia and were presented to, and considered by, the members of each company’s board of directors in its recommendation of the Pfizer/ Pharmacia transaction. Pharmacia and Pfizer have elected to provide individual forecasts for both Pfizer and Pharmacia because (i) the information was considered by the Boards of Directors in determining whether to enter into the merger agreement, (ii) they provide managements’ views (as of the time they were developed) of the financial prospects of each constituent company on a stand-alone basis and (iii) they clarify the Pfizer view that the earnings forecast for the combined entity is greater than the sum of the two individual companies’ forecasts. See pages 16 and 17 of this brochure for a discussion of anticipated combined adjusted earnings.

         For Pfizer, the major assumptions underlying the Pfizer unaudited financial forecasts are: (i) product launches in several major markets during this timeframe; (ii) no loss of significant revenue to generic competition as a result of expiration or loss of patent protection; (iii) no material changes to Pfizer’s U.S. pharmaceutical pricing and reimbursement practices; (iv) foreign exchange rates implicit when the forecasts were developed; (v) no material changes in the U.S. or international tax codes; and (vi) $10 billion in share repurchases are completed by the end of 2003.

         For Pharmacia, the major assumptions underlying the Pharmacia unaudited financial forecasts are: (i) product launches in several major markets during this timeframe; (ii) no loss of significant revenue to generic competition as a result of expiration or loss of patent protection; (iii) no material changes to Pharmacia’s U.S. pharmaceutical pricing and reimbursement practices; (iv) use of the foreign exchange rates prevailing at the time the forecasts were developed; and (v) no material changes in the U.S. or international tax codes.

         The financial forecasts are “forward-looking statements” and Pfizer’s and/or Pharmacia’s actual results may differ materially from those set forth in the forecasts. See the joint proxy statement section “Forward-Looking Statements” on pages I– 23 and I– 24 for a discussion of the risks you should consider in reviewing the forecasts set forth in this brochure.

The tables below set forth the anticipated adjusted earnings of Pfizer, Pharmacia’s forecast, as adjusted by Pfizer with the concurrence of Pharmacia, and the anticipated adjusted earnings of the combined company. They are being set forth below because, in connection with its review of the merger, Pfizer’s management developed the information to evaluate the potential benefits of the merger based on Pharmacia’s forecast (as adjusted by Pfizer with the concurrence of Pharmacia). Adjusted earnings is equal to forecasted GAAP net income or loss, excluding discontinued operations, extraordinary items, plus the cumulative effect of a change in accounting principle, plus certain significant items, plus charges related to purchase price allocations on assets (including write-off of in-process research and development, amortization of identifiable intangibles and charges related to write-up of assets to fair market value) plus merger-related costs (including integration expenses and restructuring charges). The major assumptions underlying the anticipated combined adjusted earnings set forth below are:

(1)  product launches in several major markets during this timeframe; (2) no loss of significant revenue to generic competition as a result of expiration or loss of patent protection; (3) no material changes to Pfizer’s and Pharmacia’s U.S. pharmaceutical pricing and reimbursement practices; (4) estimates for Pfizer and Pharmacia are based on current accounting principles and business practices of each company which existed prior to the merger; harmonization of accounting principles and business practices after the merger may result in changes to the projected results; (5) foreign exchange rates implicit when the forecasts were developed; (6) merger-related cost savings of $1.4 billion and $2.2 billion are realized in 2003 and 2004, respectively; (7) no material changes in the U.S. or international tax codes; and (8) $16 billion in share repurchases are completed by the end of 2003. See the accompanying joint proxy statement under the section “Forward-Looking Statements” on pages I-23 and 1-24 for a discussion of the factors that may impact the anticipated results in the following table:

Combination of operational factors
The boards of directors of Pfizer and Pharmacia expect the merger to provide for significant opportunities in sales and marketing and in research and development, including new opportunities for innovation in supporting existing products and bringing new products to market. With the enhanced marketing and manufacturing platform provided by the merger, the boards of directors of Pfizer and Pharmacia expect the combined company to be poised for solid future growth. The research and development resources of the combined company are expected to provide new opportunities for innovation and discovery. The research and development budget of the combined company is expected to be over $7 billion in 2003. While the boards of directors of Pharmacia and Pfizer expect that the combination of their complementary technology platforms will result in new opportunities for innovation in supporting existing products and bringing new products to market, no assurance can be given that they will be able to do so.

Leadership in major therapeutic categories
The combined company will have major products in the following major therapeutic categories:

The merger
Exchange ratio
If the merger is completed, holders of Swedish depositary receipts in Pharmacia will receive 1.4 newly issued Pfizer shares for each Swedish depositary receipt in Pharmacia.

Timing of the merger
Unless the parties agree otherwise, the closing of the merger will take place on the first business day after all closing conditions have been satisfied or waived, unless the merger agreement has been terminated or another time or date is agreed to in writing by the parties.

         As soon as practicable after the satisfaction or waiver of the conditions to the merger, Pfizer and Pharmacia will file a certificate of merger with the Delaware Secretary of State in accordance with the relevant provisions of the Delaware General Corporation Law and make all other required filings or recordings. The merger will become effective when the certificate of merger is filed or at such later time as Pfizer and Pharmacia agree and specify in the certificate of merger. The merger is currently expected to be completed by the end of 2002.

Conditions to the completion of the merger
Pfizer’s and Pharmacia’s respective obligations to complete the merger are subject to the satisfaction or, to the extent legally permissible, the waiver of the following conditions:

In addition, each of Pfizer’s and Pharmacia’s respective obligations to effect the merger are subject to the satisfaction or, to the extent legally permissible, the waiver of the following additional conditions: