Pfizer Inc and Pharmacia Corporation jointly announced today that they have signed a definitive agreement providing for Pfizer to acquire Pharmacia in a stock-for-stock transaction valued at $60 billion, expanding the company's core strengths in pharmaceuticals and health care.

Pharmacia also announced that its Board of Directors intends to proceed with its previously announced spin-off of its remaining 84% ownership of Monsanto to its current shareholders.

"This is an extraordinary opportunity to combine two of the fastest-growing and most innovative pharmaceutical companies and to position Pfizer for sustained long-term leadership of the global pharmaceutical industry," said Hank McKinnell, chairman and chief executive officer of Pfizer. "By combining with Pharmacia, we are ensuring that our core capabilities in the discovery, development and commercialization of new medicines are strong around the world.

"Our industry is changing rapidly. Remarkable advances in the scientific understanding of the origins of disease will sharply increase drug discovery targets and will create major opportunities for Pfizer. But it is increasingly costly to fund the high-risk and long-term research required to develop pharmaceutical products. At the same time, payers and providers want high value and affordable medicines.

"We intend to meet these challenges head on. Our new company will be positioned to deliver a stream of innovative new products and cost-effective health care solutions. With Pharmacia, we will have the products, pipeline, scale, and financial flexibility to extend our leadership."

"Combining Pfizer with Pharmacia is a strategic opportunity that immediately creates a global pharmaceutical company with unsurpassed resources and capabilities," said Fred Hassan, chairman and chief executive officer of Pharmacia Corporation.

Upon closing of the transaction, Mr. Hassan will become Vice Chairman of Pfizer, assisting with integration and corporate strategy, and a member of the Pfizer Board of Directors.

"By combining Pfizer with Pharmacia, we will have the financial and human resources to bring new product opportunities to the market and to fund them to their full potential. We met or exceeded all of our targets in the integration of Warner-Lambert, and we anticipate another successful integration given that our two organizations have worked so successfully on Celebrex and Bextra," McKinnell said.

Karen Katen, executive vice president of Pfizer and president of Pfizer's global pharmaceutical business, said: "The combination of Pharmacia's portfolio with Pfizer's brand-name franchises represents a superb opportunity to strengthen our relationships with prescribing physicians and continue patient education and outreach." Peter B. Corr, Ph.D., senior vice president science and technology for Pfizer, said: "We will . . . expand our presence into new therapeutic categories, including the addition of strong oncology and ophthalmology products to Pfizer's existing R&D programs in these areas. With our expanded global scientific and medical resources, I am very confident that we will deliver more and more medical breakthroughs to patients who look to us for new treatments and cures for a host of serious diseases."

Pharmacia's pipeline includes treatments for cardiovascular disease, CNS disorders, ophthalmic conditions, infectious diseases, urology, endocrinology, oncology and arthritis/inflammation. Pharmacia has four compounds undergoing regulatory review and five Phase III candidates.