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Merger Fulfills Hassan's Vow To Bring About a 'Powerhouse'
By RON WINSLOW and GARDINER HARRIS
The last time Fred Hassan was involved in a blockbuster drug-industry deal, he was decidedly on the defensive. Two and a half years ago, the Pharmacia Corp. chief executive officer had agreed to merge with Monsanto Co., and investors gave the announcement a Bronx cheer. Mr. Hassan stuck by his belief in the deal. "We are going to make this into a pharmaceutical powerhouse," he declared at the time of the acquisition.
In agreeing to sell Pharmacia to Pfizer Inc. for $60 billion in stock, he has in a fashion delivered on this promise -- helping to create by far the world's largest drug company. And he has established himself as a successful industry-turnaround artist. "Fred Hassan has made a career out of taking broken pieces and putting them together and making them work," a person familiar with the deal said. For Mr. Hassan, the Pfizer offer represented a way for Pharmacia and its shareholders "to participate in the biggest, and the best and hopefully the fastest-growing company that could bring the most new products to market the soonest," this person said. It was through Monsanto's Searle unit that Mr. Hassan acquired the blockbuster arthritis drug Celebrex that both revived Pharmacia's financial performance and set up a relationship with Pfizer that ultimately led to the current transaction. But Mr. Hassan has never made a secret of his desire to continue his deal-making. Almost as soon as the ink was dry on the Monsanto merger, he began talking openly of yet another deal. The object of his desires: Wyeth, where he spent years as a senior executive. In private conversations, Mr. Hassan often said he would love to merge Pharmacia with his old company. When Wyeth -- then known as American Home Products Corp. -- lost out to Pfizer in its bid to acquire Warner-Lambert Co., Mr. Hassan seemed poised to step in as a rebound suitor. It didn't happen. Through a mixture of luck and good science, Wyeth has recovered and no longer needs a partner. So Mr. Hassan had to look elsewhere to build the behemoth he has envisioned much of his career. Going with Pfizer, he has agreed to surrender control of his company: Pfizer's Henry McKinnell will remain as chairman and CEO. Mr. Hassan will be vice chairman.
When Mr. Hassan left a top post at AHP in 1997 to take the helm of Pharmacia, the company was known as Pharmacia & Upjohn and it was in deep trouble. Sales were declining and the company -- with operations in Sweden, Michigan and Italy -- was still reeling from the 1995 merger in which it was formed. Mr. Hassan persuaded the board to relocate the company's headquarters to the U.S., eased out recalcitrant executives and ordered up a list of experimental drugs in development. He cut several projects he didn't think would be clear winners in the marketplace and then set about trying to diversify the company's product line beyond Celebrex. Indeed, even before the Monsanto acquisition, Pharmacia acquired Sugen Inc. to bolster its cancer franchise, currently dominated by the chemotherapy agent Camptostar. Two years ago Mr. Hassan took direct control of Pharmacia's fierce battle to maintain Celebrex's dominance over Merck & Co.'s rival pill, Vioxx. Merck appeared to be on the verge of winning that war. Through a no-holds-barred negative campaign against Vioxx-and with a lucky break from a highly publicized study that suggested heart concerns with Vioxx but didn't suggest any with Celebrex, the Pharmacia product not only stayed on top of Vioxx but also is now pulling away again. As for the reason the Monsanto deal caused so much investor consternation? There wasn't a premium for investors, who also worried that Monsanto's agriculture business would be a drag on pharmaceutical business performance. Before any deal with Pfizer closes, Pharmacia is moving forward with plans to spin off the 83% of Monsanto it still owns. -- Scott Hensley contributed to this article. Write to Ron Winslow at ron.winslow@wsj.com2 and Gardiner Harris at gardiner.harris@wsj.com3
Updated July 15, 2002
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