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Pfizer acquires Vicuron Pharma for $1.9 billion



20 June, 2005: Pfizer Inc has signed a definitive agreement to acquire Vicuron Pharmaceuticals Inc, a biopharmaceutical company focused on the development of anti-infectives for both hospital-based and community-acquired infections, for $1.9 billion. Pfizer would acquire all outstanding shares of Vicuron common stock for $29.10 per share in cash.

"By acquiring Vicuron, we can help bring two very important new medicines to patients around the world" Pfizer Chairman and Chief Executive Officer Hank McKinnell said in a statement.

Pfizer already has an existing collaboration with Vicuron and together the companies had made advances in the discovery of potential next-generation oxazolidinones, the first new class of antibiotics. These orally-active antibiotics are targeting to have improved potency and a broader spectrum of activity than existing classes of compounds. Several Vicuron compounds are currently being evaluated at Pfizer as potential clinical development candidates.

"We believe this transaction is in the best interests of our shareholders and will enable Vicuron's two near-term products to utilize Pfizer's capabilities in order to fully achieve their potential", said George F Horner III, president and chief executive officer of Vicuron.

The price represents a 74% premium over Vicuron's 90-day average closing share price and a 21 per cent premium over Vicuron's highest closing price of $24.10, posted on January 16, 2004.

Completion of this transaction is subject to regulatory approval, Vicuron shareholder's approval and other customary closing conditions. The acquisition is expected to close during the third quarter of the year.

Lazard and Cadwalader, Wickersham & Taft LLP advised Pfizer in the transaction. Morgan Stanley and O'Melveny & Myers LLP advised Vicuron. Vicuron is listed on the Nasdaq National Market and the Nuovo Mercato under the symbol "MICU".

Vicuron has two products - anidulafungin for fungal infections and dalbavancin for gram-positive infections - currently under New Drug Application (NDA) review with US Food and Drug Administration (FDA). Earlier, Vicuron has announced phase III results on anidulafungin, a medication for candidal fungal infections.

Dalbavancin has shown good results in phase III studies on complicated skin and soft tissue infections and in a phase II study in catheter-related bloodstream infections.

Vicuron recently had received a three-month extension to the priority review for the dalbavancin NDA. The FDA review would be completed by September 21, 2005.

Pfizer is a leader in anti-infective therapy and the addition of the two new products, which the company will get after the acquisition, would help the company deliver lifesaving products. The addition of these products will also enable Pfizer to broaden its portfolio of anti-infective products.

Pfizer entered anti-fungal treatment business in 1992 with the launch of Diflucan and later with the introduction of Vfend in 2002.

The company currently sells Zithromax, an antibiotic, and Zyvox, a oxazolidinone targeted at Gram-positive infections.



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