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Pfizer and GlaxoSmithKline Announce Joint Venture to Create a Premier Global Consumer Healthcare Company

NEW YORK – ( BUSINESS WIRE ) – Pfizer Inc. (NYSE: PFE) and GlaxoSmithKline plc (NYSE: GSK) todayannounced that they have signed an agreement to create a world-leading premierconsumer healthcare company with robust iconic brands. The boards ofBoard members of both companies have unanimously approved the transactionaccording to which Pfizer will contribute to its consumer health careGlaxoSmithKline's existing consumer healthcare sector. 2017 globallySales for the combined business amounted to approximately $ 1 2.7 billion. "We are pleased to announce this new joint venture for Pfizer ConsumerHealthcare, deliver on our commitment to complete the strategicreview for this business in 2018, "said Ian Read, chairman and currentManaging Director, Pfizer. "Pfizer and GSK have an excellent trackrecord of creating successful collaborations, and we are looking forward to itCollaborate again to unlock the potential of our combined consumerMedical companies. " Under the terms of the transaction, Pfizer will acquire 32% equityshare in joint venture, which entitles Pfizer to its share ofThe joint venture's profits and dividends, which are paid on aquarterly. Pfizer has the right to designate three ofnine members of the joint venture board. The transaction is expectedto deliver $ 650 million in top cost synergies and to be somethingaccretive for Pfizer in each of the first three years after the end ofThe transaction, which is expected in the second half of 2019,subject to the acceptance of GSK shareholders approval and approval by the authorities,and satisfaction of other customary closing conditions. Because Pfizer owns less than 50% of the joint venture company, Pfizerpredicts…

NEW YORK – ( BUSINESS WIRE ) – Pfizer Inc. (NYSE: PFE) and GlaxoSmithKline plc (NYSE: GSK) today
announced that they have signed an agreement to create a world-leading premier
consumer healthcare company with robust iconic brands. The boards of
Board members of both companies have unanimously approved the transaction
according to which Pfizer will contribute to its consumer health care
GlaxoSmithKline’s existing consumer healthcare sector. 2017 globally
Sales for the combined business amounted to approximately $ 1

2.7 billion.

“We are pleased to announce this new joint venture for Pfizer Consumer
Healthcare, deliver on our commitment to complete the strategic
review for this business in 2018, “said Ian Read, chairman and current
Managing Director, Pfizer. “Pfizer and GSK have an excellent track
record of creating successful collaborations, and we are looking forward to it
Collaborate again to unlock the potential of our combined consumer
Medical companies. “

Under the terms of the transaction, Pfizer will acquire 32% equity
share in joint venture, which entitles Pfizer to its share of
The joint venture’s profits and dividends, which are paid on a
quarterly. Pfizer has the right to designate three of
nine members of the joint venture board. The transaction is expected
to deliver $ 650 million in top cost synergies and to be something
accretive for Pfizer in each of the first three years after the end of
The transaction, which is expected in the second half of 2019,
subject to the acceptance of GSK shareholders approval and approval by the authorities,
and satisfaction of other customary closing conditions.

Because Pfizer owns less than 50% of the joint venture company, Pfizer
predicts deconsolidating Pfizer Consumer Healthcare from its
financial statements after completion of the transaction. IN
close to medium term, this deconsolidation is not expected to have one
material impact on Pfizer’s growth in the top line. In addition, considering
Consumer healthcare stores register lower margins than Pfizer’s others
Business, deconsolidation is expected to have a little positive
affecting Pfizer’s operating margins over the next few years.

After integration of the combined business, GSK intends to
Separate joint venture as an independent company through a breakdown of
its equity to its shareholders and a listing of the consumer
Healthcare in the UK stock market. GSK will have lonely
the right to decide if and when to start a separation and listing
for a period of five years from the completion of the proposed transaction. GSK
may also sell all or part of its share in joint venture in one
at the same time IPO.

Should a separation and listing occur in the first five years thereafter
closing, Pfizer has the opportunity to participate through the distribution
of its equity in a joint venture to its shareholder or
sale of equity interest in a contemporary stock market introduction. After the fifth
anniversary of the closure of the proposed transaction, both GSK and
Pfizer has the right to decide if and when to initiate a
separation and public listing of joint ventures.

“The combination of these leading companies with distinct regional and
The category’s strengths will be more sustainable and wider than
either company individually, “says Albert Bourla, Chief Operating
Officer and incoming CEO, Pfizer. “We believe that
This joint venture is a great opportunity to ensure future successes
by Pfizer Consumer Healthcare while unlocking meaningful value after tax
for Pfizer shareholders. “

The joint venture will be a leading player in pain relief, respiratory system,
vitamin and mineral supplement, digestive health, skin health and
therapeutic oral health and will be the largest global consumer
care activities. In addition, the joint venture is expected to be
The first or second largest consumer healthcare actor in the key
Geographies, including USA, Europe, China, India and
Australasia. The joint venture will be run globally under GSK
Consumer Health Care Name.

“The transaction is a testament to our consumer success
Healthcare, including its excellent reputation, talented
colleagues, high-quality products and the scope of the market, “said Chris Slager,
President, Pfizer Consumer Healthcare. “Devotion and hard work of
The Pfizer Consumer Healthcare team is impressive and inspiring. I am
proud of our colleagues around the world who are passionate about
the success of this business and the important role it plays in giving authority
Consumers take health and well-being in their own hands. “

Emma Walmsley, GSK CEO, will be chairman of the new joint venture. Brian
McNamara, currently CEO of GSK Consumer Healthcare, will be CEO of the new one
joint venture and Tobias Hestler, currently CFO GSK Consumer Healthcare,
will be the CFO

Until separation, the joint venture will be consolidated into GSK’s
closing.

For the year ending December 31, 2017, Pfizer Consumer Healthcare
The company’s revenues of approximately SEK 3.5 billion and GSK
The consumer healthcare sector reported revenues of approximately $ 9.2
billion.

GSK has agreed to pay a $ 900 million fee if (i) the GSK Board
The Board’s amendments, revoke or qualify its recommendation from
transaction to its shareholders for approval (ii) GSK shareholders
vote for the proposed transaction and not approve it or (iii) GSK s
shareholders do not approve the proposed transaction by 30 September,
2019 (subject to renewal under certain circumstances).

Centerview Partners LLC, Guggenheim Securities, LLC and Morgan Stanley &
Co. LLC served as Pfizer’s financial advisor, Wachtell, Lipton, Rosen &
Katz and Clifford Chance LLP served as legal advisors and injuries,
Arps, Slate, Meagher & Flom LLP served as tax advisor.

NOTICE OF CONTRACT : The information in this
The release is December 19, 2018. Pfizer undertakes no obligation to
Update forward looking statements in this version as
results of new information or future events or developments.

This version contains forward-looking information related to Pfizer,
Pfizers and GSK Consumer Health Care Companies and an agreement on
create a joint venture to combine Pfizer and GSK Consumer Health Care
companies that involve significant risks and uncertainties as can
cause actual results to differ materially from those expressed or
implied by such statements. Forward-looking statements in this release
includes statements about the potential benefits of
The proposed joint venture and transaction, expected allocation and
cost savings, business plans, goals, expectations and
intentions, economic conditions, results of operations and activities
of the proposed joint venture, the proposed joint venture products and
potential, the expected effect of the decon consolidation of Pfizer
Consumer Health Care Activities from Pfizer’s Annual Report, GSKs
future plans to separate joint venture as an independent company,
and the expected date of closing of the transaction. Risks and
uncertainties include risks related to
Satisfaction with the terms of closing the transaction (including
failure to obtain necessary approvals of rules and GSK shareholders) i
the expected timeframe or total and the ability to
The transaction does not close risks related to the ability to realize
Expected benefits of the transaction, including the possibility of
the expected benefits and cost savings from the proposed transaction
will not be realized or will not be realized within the expected time
period; the risk that companies will not be integrated
successfully; the possibility of a future separation of the joint
Weak can not occur. interference from the transaction does more
difficult to maintain business-related and operational relationships negative
effects of the message or the implementation of the proposed
transaction at the market price of Pfizer’s ordinary shares and Pfizer’s
operating profit significant transaction costs unknown liabilities
the risk of disputes and / or regulatory measures related to the proposed
transaction; Other business effects, including the effects of industry,
Market, Economic, Political or Regulatory Terms Future Exchange
and interest rates; changes in taxes and other laws, rules, prices
and politics; future acquisitions or divestments and competitive
development.

A further description of the risks and uncertainties can be found in
Pfizer Annual Report on Form 10-K for the fiscal year ending in December
31, 2017 and in its subsequent reports on Form 10-Q, including i
sections of this section “Risk Factors” and “Forwarding”
Information and factors that can affect future results “, as well as in
its subsequent Form 8-K reports, all filed with U.S.
Securities and Exchange Commission and available at
www.sec.gov and www.pfizer.com .

The revenue from GSK’s consumer health care activities is included in this
release was provided by GSK Consumer Healthcare management and
Converted from Pound Sterling to US Dollars at an exchange rate of
1.30. [19659025]
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