Edgar Filing: PFIZER INC

425

Pfizer and Allergan to Combine

Creating a New Global Biopharmaceutical

Leader

November 2015

Filing pursuant to Rule 425 under the

Securities Act of 1933, as amended

Deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Allergan

plc

Subject Company: Pfizer Inc.

Commission File Number: 001-03619

Date: November 23, 2015

Information Related to This Communication

NO OFFER OR SOLICITATION

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to

purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or

transfer of securities in any jurisdiction in contravention of applicable law.

This communication is not intended to be and is not a prospectus for the purposes of Part 23 of the Companies Act 2014 of Ireland (the “2014

Act”), Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) of Ireland (as amended from time to time) or the Prospectus

Rules issued by the Central Bank of Ireland pursuant to section 1363 of the 2014 Act, and the Central Bank of Ireland (“CBI”) has not approved

this communication.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transaction between Pfizer Inc. (“Pfizer”) and Allergan plc (“Allergan”), Allergan will file with the U.S. Securities

and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a Joint Proxy Statement of Pfizer and Allergan that

also constitutes a Prospectus of Allergan (the “Joint Proxy Statement/Prospectus”). Pfizer and Allergan plan to mail to their respective

shareholders the definitive Joint Proxy Statement/Prospectus in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF

PFIZER AND ALLERGAN ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS

FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT PFIZER, ALLERGAN, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to

obtain free copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Pfizer and Allergan

through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the

documents filed with the SEC by Pfizer by contacting Pfizer Investor Relations at Bryan.Dunn@pfizer.com or by calling (212) 733-8917, and will

be able to obtain free copies of the documents filed with the SEC by Allergan by contacting Allergan Investor Relations at

investor.relations@actavis.com or by calling (862) 261-7488.

PARTICIPANTS IN THE SOLICITATION

Pfizer, Allergan and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of

proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed

participants in the solicitation of the respective shareholders of Pfizer and Allergan in connection with the proposed transactions, including a

description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint Proxy Statement/Prospectus when it is

filed with the SEC. Information regarding Pfizer’s directors and executive officers is contained in Pfizer’s proxy statement for its 2015 annual

meeting of stockholders, which was filed with the SEC on March 12, 2015, and certain of Pfizer’s Current Reports on Form 8-K. Information

regarding Allergan’s directors and executive officers is contained in Allergan’s proxy statement for its 2015 annual meeting of shareholders, which

was filed with the SEC on April 24, 2015, and certain of Allergan’s Current Reports on Form 8-K.

Forward-Looking Statements

Pfizer Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain forward-looking statements with respect to the proposed transaction between Pfizer and Allergan. These

forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often

use future dates or words such as “anticipate”, “target”, “possible”, potential”, “predict”, “project”, “forecast”, “outlook”, “guidance”, “expect”,

“estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “might”, “would”, “could” or “should” or other words, phrases or

expressions of similar meaning or the negative thereof. Such forward-looking statements include, but are not limited to, statements about the

benefits of the proposed transaction, including anticipated future financial and operating results, synergies, accretion and growth rates, Pfizer’s,

Allergan’s and the combined company’s plans, objectives, expectations, intentions and anticipated financial results, plans relating to share

repurchases and dividends, and the expected timing of completion of the transaction. There are several factors which could cause actual plans

and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the

failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely

affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the

transaction on a timely basis or at all, the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger

agreement, adverse effects on the market price of Pfizer’s common stock and on Pfizer’s operating results because of a failure to complete the

transaction in the anticipated time frame or at all, failure to realize the expected benefits and synergies of the transaction, restructuring in

connection with the transaction and subsequent integration of Pfizer and Allergan, negative effects of the announcement or the consummation of

the transaction on the market price of Pfizer’s common stock and on Pfizer’s operating results, risks relating to the value of the Allergan shares to

be issued in the transaction, significant transaction costs and/or unknown liabilities, the risk of litigation and/or regulatory actions, the loss of key

senior management or scientific staff, general economic and business conditions that affect the companies following the transaction, changes in

global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax and other laws,

regulations, rates and policies, future business combinations or disposals, competitive developments, and the uncertainties inherent in research

and development. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events

and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this

communication could cause Pfizer’s plans with respect to Allergan, actual results, performance or achievements, industry results and

developments to differ materially from those expressed in or implied by such forward-looking statements. Persons reading this communication are

cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this communication. Pfizer assumes

no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or

otherwise), except as required by applicable law. A further description of risks and uncertainties can be found in Pfizer’s Annual Report on Form

10-K for the fiscal year ended December 31, 2014 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk

Factors” and “Forward-Looking Information and Factors That May Affect Future Results”, as well as in its subsequent reports on Form 8-K, all of

which are filed with the SEC and available at www.sec.gov and www.pfizer.com.

Forward-Looking Statements

Allergan Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this communication that refer to Allergan’s anticipated future events, estimated or anticipated future results, or other non-

historical facts are forward-looking statements that reflect Allergan’s current perspective of existing trends and information as of the date of this

communication. Forward looking statements generally will be accompanied by words such as such as “anticipate”, “target”, “possible”, potential”,

“predict”, “project”, “forecast”, “outlook”, “guidance”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”,

“might”, “would”, “could” or “should” or other similar words, phrases or expressions or the negatives thereof. Such forward-looking statements

include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results and

synergies, Pfizer’s, Allergan’s and the combined company’s plans, objectives, expectations and intentions, and the expected timing of completion

of the transaction. It is important to note that Allergan’s goals and expectations are not predictions of actual performance. Actual results may differ

materially from Allergan’s current expectations depending upon a number of factors affecting Allergan’s business, Pfizer’s business and risks

associated with business combination transactions. These factors include, among others, the inherent uncertainty associated with financial

projections; restructuring in connection with, and successful closing of, the proposed transaction; subsequent integration of Pfizer and Allergan

and the ability to recognize the anticipated synergies and benefits of the proposed transaction; the ability to obtain required regulatory approvals

for the transaction (including the approval of antitrust authorities necessary to complete the transaction), the timing of obtaining such approvals

and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected

benefits of the transaction; the ability to obtain the requisite Pfizer and Allergan shareholder approvals; the risk that a condition to closing of the

proposed transaction may not be satisfied on a timely basis or at all; the failure of the proposed transaction to close for any other reason; risks

relating to the value of the Allergan shares to be issued in the transaction; the anticipated size of the markets and continued demand for Pfizer’s

and Allergan’s products; the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products

and pricing; market acceptance of and continued demand for Allergan’s and Pfizer’s products; difficulties or delays in manufacturing; the risks of

fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the pharmaceutical industry, including product

liability claims and the availability of product liability insurance on reasonable terms; the difficulty of predicting the timing or outcome of pending or

future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income;

variability of trade buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may be negatively

impacted by future events and circumstances; the timing and success of product launches; costs and efforts to defend or enforce intellectual

property rights; the availability and pricing of third party sourced products and materials; successful compliance with governmental regulations

applicable to Allergan’s and Pfizer’s facilities, products and/or businesses; changes in the laws and regulations affecting, among other things,

pricing and reimbursement of pharmaceutical products; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or

interpretations to which they are subject, including the risk that the Internal Revenue Service disagrees that Allergan is a foreign corporation for

U.S. federal tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in Allergan’s

periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan’s Annual Report on Form 10-K for the

year ended December 31, 2014, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, Quarterly Report on Form 10-Q for

the quarterly period ended September 30, 2015, and from time to time in Allergan’s other investor communications. Except as expressly required

by law, Allergan disclaims any intent or obligation to update these forward-looking statements.

Irish Takeover Rules and Non-GAAP Financial Information

Applicability of the Irish Takeover Rules

As the transaction constitutes a "reverse takeover transaction" for the purposes of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013, (the "Irish Takeover Rules"), Allergan is

no longer in an offer period and therefore Rule 8 of the Irish Takeover Rules does not apply to the transaction from the date of the announcement of the transaction and therefore there

is no longer a requirement to make dealing disclosures pursuant to Rule 8.

Statement Required by the Irish Takeover Rules

The directors of Pfizer accept responsibility for the information contained in this communication other than that relating to Allergan and the Allergan group of companies and the

directors of Allergan and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Pfizer (who

have taken all reasonable care to ensure that such is the case), the information contained in this communication for which they accept responsibility is in accordance with the facts and

does not omit anything likely to affect the import of such information.

The directors of Allergan accept responsibility for the information contained in this communication relating to Allergan and the directors of Allergan and members of their immediate

families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Allergan (who have taken all reasonable care to ensure such is the

case), the information contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such

information.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in

the United Kingdom, and its affiliate, Goldman, Sachs & Co, are acting as joint financial adviser to Pfizer and no one else in connection with the proposed transaction. In connection

with the proposed transaction, Goldman Sachs International and Goldman, Sachs & Co, their affiliates and their respective partners, directors, officers, employees and agents will not

regard any other person as their client, nor will they be responsible to anyone other than Pfizer for providing the protections afforded to their clients or for giving advice in connection

with the proposed transaction or any other matter referred to in this announcement.

Guggenheim Securities, LLC is a broker dealer registered with the United States Securities and Exchange Commission and is acting as financial advisor to Pfizer and no one else in

connection with the proposed transaction. In connection with the proposed transaction, Guggenheim Securities, LLC, its affiliates and related entities and its and their respective

partners, directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Pfizer for providing the protections

afforded to their clients or for giving advice in connection with the proposed transaction or any other matter referred to in this announcement.

J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove) (“J.P. Morgan”), which is authorised and regulated in the United Kingdom

by the Financial Conduct Authority, is acting as financial adviser exclusively for Allergan and no one else in connection with the matters set out in this announcement and will

not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Allergan for providing the protections

afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to any matter referred to herein.

Morgan Stanley & Co. LLC acting through its affiliate, Morgan Stanley & Co. International plc, is financial advisor to Allergan and no one else in connection with the matters referred to

in this announcement. In connection with such matters, Morgan Stanley & Co. LLC, Morgan Stanley & Co. International plc, each of their affiliates and each of their and their affiliates'

respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than Allergan for providing

the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Unless otherwise defined, capitalised terms used in this Statement Required by the Irish Takeover Rules shall have the meaning given to them in the transaction-related press release

issued by Pfizer and Allergan on November 23, 2015.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A

VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Non-GAAP Financial Information

This presentation includes certain financial measures regarding Pfizer that were not prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Any

non-U.S. GAAP financial measures presented should not be viewed as substitutes for financial measures required by U.S. GAAP, have no standardized meaning prescribed by U.S.

GAAP and may not be comparable to the calculation of similar measures of other companies.

Creating a New Global Biopharmaceutical Leader

Best-in-Class Businesses

•

Bolsters top-tier innovative biopharma

business with leadership positions in new

therapeutic areas of growth

•

Creates

the

world’s

leading

established

products business well-positioned for

global long-term growth

Enhances Growth Profile

•

Strengthens top-line growth potential

•

Deep pipeline of innovative therapies

•

Opportunity for meaningful synergies

•

Leverages experience of both

companies in integrating large

organizations

Increases Financial Flexibility

•

Substantially improves access to cash for

investment in bringing new medicines to

patients and direct return to shareholders

•

Increased flexibility better enables

continued investment in the U.S.

Preserves Future Optionality

•

Allergan strategically fits with existing

Pfizer Innovative and Established

structure

•

Improves growth durability and

financial flexibility of both businesses

1. Measured by revenue.

Innovative

Established

(Including Hospira)

2013-2015

Build two pharma

businesses with

distinct capabilities

Pfizer has Been on a Consistent Path to Create

Best-in-Class Innovative and Established Businesses

Trademarks are the property of their respective owners and used for information purposes only.

2010-2013

Focus on core

pharma business and

unlock trapped value

Enhance Category Leadership

Nutritionals

Generate Sustainable Growth

Optimize Capital Structure

Leverage Global Scale

and Capabilities

2015+

Optimize our two pharma

businesses while fully utilizing

enterprise capital structure

Allergan Accelerates Pfizer’s Strategic Objectives

Enhance Category Leadership

Generate Sustainable Growth

Optimize Capital Structure

Leverage Global Scale

and Capabilities

Strong innovative category leadership with

durable flagship franchises built on

exceptional customer connections

Multiple drivers of innovative growth across

a broad mix of payer types

Potential revenue synergies driven by

durable product franchises that can benefit

from Pfizer’s global scale for growth

High degree of financial flexibility

A Strong Foundation From Which to Build

2015E

Pro Forma

Revenue

•

~$48

billion

Powerful

Global

Capabilities

and Reach

•

~30,000 U.S. colleagues

•

~65,000 ex-U.S. colleagues

Enhanced

Innovative

Category

Leadership

•

~$16

billion

•

~10,000

U.S.

colleagues

•

~5,000

ex-U.S.

colleagues

•

Oncology

•

Vaccines

•

Cardio Metabolic

•

Rare Diseases

•

Inflammation &

Immunology

•

Aesthetics & Dermatology

•

Eye Care

•

Neuroscience

Represents mid-point of Pfizer 2015 revenue guidance range issued on October 27, 2015. Please see Pfizer’s Current Report on Form 8-K dated October 27, 2015

and Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2015 for assumptions and disclosures regarding Pfizer’s 2015 financial guidance.

Based on Allergan’s public disclosure dated July 27, 2015 for the remaining Allergan business pro forma for the pending divestiture of Allergan’s generic business to

Teva.

Pro forma for the pending divestiture of Allergan’s generic business to Teva.

Sustainable Growth

Platform with

Category Leadership

Capabilities in

Maximizing

Established Brands

Allergan is a Growth Pharma Leader

Double digit branded sales

growth

Product line depth and category leadership

Productive investment in R&D through focus on

Open Science model

Highly-efficient SG&A spending

Experienced team committed

to success

Powerful global supply chain recognized as a

leader in customer service

Innovative Revenue

Growth

Double Digit

Established Revenue

Growth

Mid Single Digit

Source: EvaluatePharma and analyst consensus.

Note: Allergan figures are pro forma for the pending divestiture of Allergan’s generic business to Teva.

As disclosed in Allergan’s Q3 2015 Earnings release dated November 4, 2015.

Represents

anticipated

growth

for

2016E

–

2020E

based

analyst

estimates.

Characteristics that Define Our Exceptional Company

Allergan’s World-Renowned Brands

Women's Health

Other

(including CV)

Anti-Infectives

Urology

Eye Care

Aesthetics &

Dermatology

Neuroscience

U.S. & Canada

International

More Than 70 Mid-to-Late Stage Development

Opportunities in Key Therapeutic Areas

Skin Quattro Device

Delivery for

Facial Fillers

Aesthetics &

Dermatology

Oxymetazoline

Rosacea

Aczone Reform

Acne Vulgaris

Sarecycline

Acne

Juvederm

Global Nasal

Labial Folds

Vobella

Lips Fine Lines

Botox

Forehead

Lines

Volift

Nasolabial Folds

Voluma

Filler for Temple

Voluma Plus

Facial Volumes

Voluma Global

Malar Augmentation

Phoenix

Breast Augmentation

VoLite

Filler

Voluma

Filler for Chin

Oxybutynin

Hyperhidrosis

Bimatoprost

Androgenic

Alopecia

MT10109L

Aesthetics

Facial Lines

HA Threads

Forehead & Neck

Aczone Combo

Acne Vulgaris

Setipiprant

Androgenic Alopecia

Bimatoprost

Submental Fat

Reduction

Women’s Health

Estradiol

Vaginal Cream VVA &

Dyspareunia

Ulipristal

Fibroids

Estradiol

Vag Caps VVA

& Dyspareunia

Etonogestral Ring

Contraception

CNS

Rapastinel

MDD

AGN-241689

Migraine

Prophylaxis

Ubrogepant

Acute

Migraine

Botox

MDD

Vraylar

Multiple

Semprana

Acute Migraine

Vraylar

Bipolar Depression

Botox X

Spasticity

AGN-241660

MDD

Biosimilar X

Indication X

Nebivilol/Valsartan

Hypertension

Botox

Multiple

Bevacizumab

Multiple Cancer

Cetuximab

Multiple Cancer

Trastuzumab

Multiple Cancer

Rituximab

Non-Hodgkin

Lymphoma

TRV-027

Acute Heart Failure

Armour Thyroid

Hypothyroidism

Other

(Biosimilars, Cardiovascular and other)

Urology

Botox

Premature

Ejaculation

LiRIS

Interstitial

Cystitis

SER-120

Adult Nocturia

Botox

Indication X

Eye

Care

Tripligan

(MMT) Ocular

HTN & Glaucoma

FPR2

Agonist Dry Eye

Disease

Mimetogen

Dry Eye

Bimatoprost SR

Glaucoma

Ganfort

MDPF

Restasis

MDPF

Omega 3 OTC

Dry Eye

Pilo/Oxy

Presbyopia

Cortisol Analog

Dry Eye Disease

Brimo DDS

Atrophic AMD

Androgen

Evaporative Dry Eye

Cyclosporine SR

Dry Eye

DARPin

DME

Dual DARPin

AMD

DARPin

AMD

OCU Tearbud 1

Dry Eye

DARPin

AMD

Linzess

OIC

Linzess

Colonic

Release CIC

Linzess

Low Dose CIC

Viberzi

IBS-D

Relamorelin

Diabetic

Gastroparesis

Avycaz

cUTI, cIAI

Anti-Infective

Dalbavancin

Osteomyelitis

Dalbavancin

Endocarditis

Dalbavancin ABSSSI

Single Dose

Aztreonam /

Avibactam

Gram Neg Infect

Source: Allergan standalone pipeline information as of Allergan R&D Day on November 4, 2015.

Why Combination is Attractive for Allergan

Stakeholders

Accelerates strategy to move up the value chain and creates a new

leader in innovative biopharmaceuticals

Leverages long-term upside

of enhanced combined innovative pipeline

Ability to leverage Pfizer’s global scale

to maximize value of Allergan’s

leading innovative franchises

Delivers immediate, long-term value to Allergan shareholders

and

continued shareholder returns (including dividends, buybacks)

Opportunity to continue delivering significant shareholder value through

enhanced scale, capabilities and operating synergies

Transaction Overview

Purchase

Price

Name and

Relative

Ownership

Shareholder

Consideration

•

$160B transaction, based on 11.3 shares of the combined company for

each

Allergan

share,

implying

price

$363.63

per

Allergan

share¹

•

Pfizer stockholders receive 1 share of the combined company for each

Pfizer share, or may elect to receive cash for some or all of their

Pfizer

Inc.

•

Allergan shareholders receive ~4.7B³

shares of the combined company

as a result of an 11.3-for-1 share split

•

Shares to remain NYSE listed and traded under the “PFE” ticker

•

Pfizer and Allergan will be combined under the existing Allergan entity

and the continuing company will be called Pfizer plc²

•

Pfizer stockholders will own ~56% of the combined company shares³

Allergan price per share based on Pfizer closing share price of $32.18 on November 20, 2015 and an assumed 11.3 for 1 split of Allergan shares.

Subject to shareholder vote.

Pro forma ownership is on a fully diluted basis assuming $12 billion cash paid and does not consider ordinary course buybacks.

Total cash paid in the merger will be a minimum of $6 billion and a maximum of $12 billion, and stock and cash elections will be subject to proration to

ensure that at least $6 billion and no more than $12 billion of cash is paid in the merger.

Transaction Overview –

continued

The Combination is at an

Implied Price of $363.63 per Allergan

Share¹

Allergan increases amount of its authorized

share capital,

and…

Allergan effects an 11.3-for-1 share split and

Allergan shareholders hold ~4.7B³

shares of the

combined company, which allows for…

Current Pfizer stockholders to receive ~5.9B³

new

shares of the combined company through a 1-for-1

share exchange, with the ability to elect to receive

cash in lieu of combined company shares

Allergan price per share based on Pfizer closing share price of $32.18 on November 20, 2015 and an assumed 11.3 for 1 split of Allergan shares.

Subject to shareholder vote.

Pro forma ownership is on a fully diluted basis assuming $12 billion cash paid and does not consider ordinary course buybacks.

Total cash paid in the merger will be a minimum of $6 billion and a maximum of $12 billion, and stock and cash elections will be subject to proration to ensure that

at least $6 billion and no more than $12 billion of cash is paid in the merger.

Using Existing Irish Allergan TopCo

~56%³

~44%³

Pfizer plc

Combined Company

Renamed Pfizer plc²

Pro Forma

Ownership

Pro Forma

Ownership

Transaction Overview –

continued

Location

Governance

Closing

•

Global operational headquarters in New York

•

Maintain Allergan’s Irish domicile

•

Closing expected in the second half of 2016

•

Subject to customary closing conditions, including Pfizer and Allergan

shareholder approvals and regulatory approvals, as well as completion of

Allergan’s pending divestiture to Teva

•

Both companies have the right to terminate in specified circumstances with

termination fees of up to $3.5 billion

•

Unanimously approved by both Boards

•

Pfizer plc’s Board is expected to have 15 directors, consisting of all of

Pfizer’s 11 current directors and 4 current directors of Allergan, including

Allergan’s current Executive Chairman and Allergan’s current CEO

•

Pfizer’s Chairman and CEO will serve as Chairman and CEO of the

combined company and Allergan’s CEO will serve as President and COO

Financial Highlights

•

More than $2B in expected peak annual operating synergies

•

Full synergies are projected to be achieved over the first 3 years post-close

Synergy

Capture

•

Significantly expands access to cash, providing optimal financial flexibility,

including substantial continued investment in the U.S.

•

Expect combined operating cash flow in excess of $25B beginning in 2018

•

Expected

pro

forma

adjusted

effective

tax

rate

approximately

17% –

18% by the first full year after closing

Enhanced

Financial

Flexibility

•

Expected

neutral

adjusted

diluted

EPS¹

2017,

modestly

accretive

beginning in calendar year 2018, more than 10% accretive in 2019 and

high-teens percentage accretion in 2020²

Compelling

Earnings

Accretion

Enhanced

Growth

Profile

•

Enhances top-

and bottom-line growth profile of both innovative and

established businesses

•

Remain committed to attractive current dividend policy, targeting a

50% dividend payout ratio

Strong

Shareholder

Returns

Adjusted income and its components and adjusted diluted EPS are defined as U.S. GAAP reported net income and its components and U.S. GAAP reported diluted EPS

excluding purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items.

Expectations include the impact of expected share repurchases following the transaction.

Vaccines

Best-in-Class Innovative Business

Oncology

Cardio

Metabolic

Rare Disease

Inflammation &

Immunology

Aesthetics &

Dermatology

Eye Care

Expands Innovative Category Leadership With Strong Flagship Products

Projected to Generate Sustainable Innovative Growth

Diversifies portfolio

of payer types

Strengthens capabilities in

developing and sourcing

new molecular entities and

new indications

Adds portfolio of growing,

durable flagship franchises

Selected

Brands

Note: Investing in neuroscience R&D to position Pfizer for a category leadership position in the longer-term.

Top-Tier Growth Pharma Business Positioned for

Sustained Long-Term Leadership

2016E –

2020E Consensus¹

Innovative Business Revenue CAGR

Expected Innovative Business Growth

Sustained by Strong Pipeline

Over 100 innovative mid-to-late stage

programs in clinical development

New Products

New Indications

High Single Digit

Mid Single Digit

Represents anticipated growth for 2016E – 2020E based on analyst estimates.

Represents combined pro forma Pfizer-Allergan innovative revenue. Assumes Pfizer’s Lyrica and Viagra are moved to Established Business given

peri-LOE status.

•

Increased scale

•

Durable mature product franchises

in key therapeutic areas including

CV, neuroscience, pain, women’s

health and anti-infectives

•

Managing peri-LOE products in

developed markets

•

Leveraging Pfizer’s global scale to

drive strong emerging markets

growth across the portfolio

The World’s Leading¹

Established Products Business

Pro Forma Scale and Complementary Capabilities

Maximize the Combined Established Products Portfolio

Combined Scale

Combined Capabilities

Established

Product

2015E Pro Forma Revenue

>$30

BILLION

Source: EvaluatePharma and analyst estimates.

Note: Assumes Pfizer’s Lyrica and Viagra are moved to Established Business given peri-LOE status.

1. Measured by revenue.

Combined Proven Track Record of Successful Integration

Immediate focus on early integration planning

Will identify

best-of-the-best of both organizations

Complementary corporate cultures will enable colleagues to

build upon mutual areas of expertise

Legacy businesses have a strong record of

meeting and

exceeding synergy targets

Long History of Successful Integration

of Transformational Business Combinations

Key Takeaways

Best-in-Class Businesses

Enhances Growth Profile

Preserves Future Optionality

Increases Financial Flexibility

A Compelling Combination