NEW YORK -- Pfizer Co. is taking its $75 billion hostile takeover bid for rival drug maker Warner-Lambert directly to shareholders.
In documents filed Monday with a court and with securities regulators, Pfizer also said it would try to oust Warner-Lambert's board of directors and replace them with seven independent directors.Warner-Lambert has rejected Pfizer's overtures in favor of a $71 billion merger with American Home Products.
The two New Jersey companies announced their deal on the morning of Nov. 4, but Pfizer made a counterbid that afternoon.
Tangled up in the fray is a deal between Warner-Lambert and Pfizer to co-market Warner-Lambert's blockbuster anti-cholesterol drug Lipitor.
Warner-Lambert threatened publicly Monday to sever its contract with Pfizer Co. to co-market the drug in a bid to get Pfizer to drop its hostile takeover bid.
Warner-Lambert and Pfizer have engaged in a game of brinkmanship designed to sway shareholders, who may have to vote for either Pfizer or American Home Products.
The company that wins control of Warner-Lambert will be the world's largest prescription drug maker and own Lipitor, which has annual sales of $3 billion.
In a harshly worded letter, released to the media Monday, the chairman of Warner-Lambert accused the head of Pfizer of distorting the financial impact on both companies if the Lipitor agreement falls apart.
"Pfizer is inappropriately using information about the Lipitor arrangements . . . to its own advantage," and had broken their contract, wrote Lodewijk J.R. de Vink, chairman and chief executive officer of Warner-Lambert.
The letter, sent to Pfizer Chairman William C. Steere Jr., received a terse retort from Pfizer general counsel Paul S. Miller, who said there was no breach of the contract and "any such suggestion by Warner-Lambert to the contrary is simply inappropriate and wrong."