Pharmaceutical company Pfizer yesterday said it would try to unseat the board of directors at rival Warner-Lambert, which it claimed had acted illegally to rebuff a Pfizer acquisition offer.
Pfizer also announced it had amended a complaint it filed against Warner-Lambert in a Delaware court. The firm now wants an expedited schedule of hearings on its motion to prevent a proposed merger of Warner-Lambert and another US firm, American Home Products (AHP).
On November 4th, Pfizer offered to buy Warner-Lambert for $82.4 billion (€80 billion) after Warner-Lambert and AHP unveiled a $72 billion merger of equals they said would create the world's largest pharmaceutical firm.
The Warner-Lambert board quickly spurned the Pfizer offer and joined AHP on November 8th in reaffirming a commitment to the merger. Pfizer retorted with a lawsuit to support its own offer for Warner-Lambert, which it insisted was vastly superior to the tie-up with AHP.
But yesterday Pfizer said it would also "begin the process of soliciting consents to remove and replace the board of directors of Warner-Lambert so that Warner-Lambert's shareholders will have the opportunity to consider the most advantageous transaction available to them."
The lawsuit seeks a court ruling that the board had breached its duties to shareholders and had imposed "onerous and unlawful" conditions aimed at preserving the merger with AHP.
Pfizer is focusing on a $2 billion termination charge that would have to be paid by any party breaking up the Warner-Lambert-AHP merger with a superior offer to shareholders.
