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Hospira Inc – ‘PREM14A’ for 2/27/15

On:  Friday, 2/27/15, at 5:21pm ET   ·   For:  2/27/15   ·   Accession #:  1047469-15-1423   ·   File #:  1-31946

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/27/15  Hospira Inc                       PREM14A     2/27/15    1:1.4M                                   Merrill Corp/New/FA

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 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger   HTML   1.23M 
                          or Acquisition                                         

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
DATED FEBRUARY 27, 2015

[    ·    ], 2015

Dear Stockholder:

        You are cordially invited to attend a special meeting of stockholders of Hospira, Inc., which we refer to as Hospira, to be held on [    ·    ], 2015 at [    ·    ], at [    ·    ], [    ·    ] time.

        At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of February 5, 2015, which we refer to as the merger agreement, among Pfizer Inc., which we refer to as Pfizer; Perkins Holding Company, which we refer to as Acquisition Sub and which is a wholly owned subsidiary of Pfizer; and Hospira. Pursuant to the terms of the merger agreement, Acquisition Sub will merge with and into Hospira, which we refer to as the merger, and Hospira will become a wholly owned subsidiary of Pfizer. You also will be asked to consider and vote on a non-binding advisory proposal to approve compensation that will or may become payable by Hospira to its named executive officers in connection with the merger.

        If the merger is completed, you will be entitled to receive $90.00 in cash, without interest, for each share of our common stock you own (unless you have properly exercised your appraisal rights with respect to such shares), which represents a premium of (i) approximately 39% to Hospira's closing stock price on February 4, 2015, the last trading day prior to the public announcement of the execution of the merger agreement, and (ii) approximately 48% over the volume weighted average share price of our common stock during the 90 days ended February 4, 2015.

        Hospira's Board of Directors, after considering the reasons more fully described in this proxy statement, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Hospira and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board of Directors unanimously recommends that you vote (i) "FOR" the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

        The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of our Board of Directors in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Hospira from documents we file with the Securities and Exchange Commission from time to time.

        Whether or not you plan to attend the special meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you

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hold your shares in "street name," you should instruct your broker how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee.

        Your vote is very important, regardless of the number of shares that you own. We cannot complete the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock. The failure of any stockholder to vote in person by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        If you have any questions or need assistance voting your shares of our common stock, please contact Georgeson Inc., our proxy solicitor, by calling (800) 676-0194 toll-free.

        On behalf of our Board of Directors, I thank you for your support and appreciate your consideration of this matter.

        Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

        The accompanying proxy statement is dated [    ·    ], 2015 and, together with the enclosed form of proxy card, is first being mailed to stockholders of Hospira on or about [    ·    ], 2015.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
DATED FEBRUARY 27, 2015

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

        Notice is hereby given that a special meeting of stockholders of Hospira, Inc., a Delaware corporation, which we refer to as Hospira, will be held on [    ·    ], 2015 at [    ·    ], at [    ·    ], [    ·    ] time for the following purposes:

        1.     To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of February 5, 2015, which we refer to as the merger agreement, among Pfizer Inc., which we refer to as Pfizer; Perkins Holding Company, which we refer to as Acquisition Sub and which is a wholly owned subsidiary of Pfizer; and Hospira, as it may be amended from time to time (a copy of the merger agreement is attached as Annex A to the proxy statement accompanying this notice);

        2.     To consider and vote on the proposal to approve, by means of a stockholder advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger contemplated by the merger agreement;

        3.     To consider and vote on the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting; and

        4.     To transact any other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

        The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon is required to approve the proposal to adopt the merger agreement. The affirmative vote of a majority of the votes cast at the special meeting, whether or not a quorum is present, is required to approve the proposal to approve one or more adjournments of the special meeting. The affirmative vote of a majority of the votes cast at the special meeting is required to approve the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement, but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement, but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to Hospira's named executive officers in connection with the merger. Abstentions will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement, but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger.

        Only stockholders of record as of the close of business on [    ·    ], 2015 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located at

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275 North Field Drive, Lake Forest, Illinois, 60045, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during the meeting.

        Stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of Hospira common stock if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all applicable requirements under Delaware law, which are summarized herein and reproduced in their entirety in Annex C to the accompanying proxy statement.

        The Board of Directors unanimously recommends that you vote (i) "FOR" the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Dated: [    ·    ], 2015

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YOUR VOTE IS IMPORTANT

        WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) THROUGH THE INTERNET OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

        If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone, or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a stockholder of record, voting in person by ballot at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid proxy issued in your name in order to vote in person at the special meeting.

        We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and annexes to the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

480 Washington Blvd., 26th Floor
Jersey City, NJ 07310
Email: hospira@georgeson.com
Call toll-free: (800) 676-0194

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SUMMARY

        This summary highlights selected information from this proxy statement related to the merger of Perkins Holding Company with and into Hospira, Inc., with Hospira, Inc. surviving as a wholly owned subsidiary of Pfizer Inc., which transaction we refer to as the merger, and may not contain all of the information that is important to you. To understand the merger more fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement, including the merger agreement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under "Where You Can Find More Information" beginning on page [    ·    ]. The merger agreement is attached as Annex A to this proxy statement.

        Except as otherwise specifically noted in this proxy statement or as context otherwise requires, "Hospira," "we," "our," "us" and similar words in this proxy statement refer to Hospira, Inc. including, in certain cases, our subsidiaries. Throughout this proxy statement we refer to Pfizer Inc. as Pfizer or Parent and Perkins Holding Company as Acquisition Sub. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of February 5, 2015, as it may be amended from time to time, among Pfizer, Acquisition Sub and Hospira, as the merger agreement.

Parties Involved in the Merger (page [    ·    ])

Hospira, Inc.

        Hospira is the world's leading provider of injectable drugs and infusion technologies, and a global leader in biosimilars. Hospira's portfolio includes generic acute-care and oncology injectables, biosimilars, and integrated infusion therapy and medication management products. Its portfolio of products is used by hospitals and alternate site providers, such as clinics, home healthcare providers and long-term care facilities.

        Hospira was incorporated in Delaware on September 16, 2003, as a wholly owned subsidiary of Abbott Laboratories. Our business first began operation as part of Abbott in the 1930s. On April 30, 2004, Abbott distributed our common stock to Abbott's shareholders. On that date, we began operating as an independent company. Our common stock is currently listed and traded on the New York Stock Exchange, which we refer to as the NYSE, under the symbol "HSP."

Pfizer Inc.

        Pfizer is a research-based, global biopharmaceutical company. Pfizer applies science and its global resources to bring therapies to people that extend and significantly improve their lives through the discovery, development and manufacture of healthcare products. Its global portfolio includes medicines and vaccines, as well as many of the world's best-known consumer healthcare products. Pfizer works across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Pfizer collaborates with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world.

        Pfizer's common stock is currently listed on the NYSE under the symbol "PFE." Upon completion of the merger, Hospira will be a wholly owned subsidiary of Pfizer.

Perkins Holding Company

        Acquisition Sub is a Delaware corporation and a wholly owned subsidiary of Pfizer, formed on February 2, 2015, for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement. Upon completion of the merger, Acquisition Sub will cease to exist.

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Certain Effects of the Merger on Hospira (page [    ·    ])

        Upon the terms and subject to the conditions of the merger agreement, Acquisition Sub will merge with and into Hospira, with Hospira continuing as the surviving corporation and a wholly owned subsidiary of Pfizer. Throughout this proxy statement, we use the term surviving corporation to refer to Hospira as the surviving corporation following the merger. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

        The time at which the merger will become effective, which we refer to as the effective time of the merger, will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Pfizer may agree and specify in the certificate of merger).

Effect on Hospira if the Merger is Not Completed (page [    ·    ])

        If the merger agreement is not adopted by Hospira stockholders or if the merger is not completed for any other reason, Hospira stockholders will not receive any payment for their shares of common stock. Instead, Hospira will remain a public company, our common stock will continue to be listed and traded on the NYSE and registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and we will continue to file periodic reports with the Securities and Exchange Commission, which we refer to as the SEC. Under specified circumstances, Hospira may be required to reimburse certain of Pfizer's expenses incurred in respect of the transactions contemplated by the merger agreement or pay Pfizer a termination fee, in each case upon the termination of the merger agreement, as described under "Proposal 1: Adoption of the Merger Agreement—Termination Fees" and "—Expense Reimbursement" beginning on page [    ·    ].

Merger Consideration (page [    ·    ])

        In the merger, each outstanding share of our common stock (other than (i) shares owned by Hospira as treasury stock, (ii) shares owned, directly or indirectly, by Pfizer or Acquisition Sub and (iii) shares owned by stockholders who are entitled to and who properly exercise and perfect their demand for appraisal rights under Delaware law; collectively we refer to all such shares in this proxy statement as "excluded shares") will be converted automatically into the right to receive $90.00 in cash, without interest and less any applicable withholding taxes, which amount we refer to as the per share merger consideration, and, without any action by the holders of such shares, will cease to be outstanding, be canceled and cease to exist, and each certificate formerly representing any of the shares of Hospira common stock (other than the excluded shares) will thereafter represent only the right to receive the per share merger consideration. As described further in "Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures" beginning on page [    ·    ], at or immediately prior to the effective time of the merger, Pfizer will deposit or cause to be deposited sufficient funds to pay the aggregate per share merger consideration with a designated paying agent. Following completion of the merger, once a stockholder has provided the paying agent with his or her stock certificates or book-entry shares, as applicable, and the other items specified by the paying agent, the paying agent will promptly pay the stockholder the per share merger consideration.

        After the merger is completed, under the terms of the merger agreement, you will have the right to receive the per share merger consideration, but you no longer will have any rights as a Hospira stockholder as a result of the merger (except that stockholders who properly exercise and perfect their demand for right of appraisal will have the right to receive a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under "The Merger—Appraisal Rights" beginning on page [    ·    ]).

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The Special Meeting (page [    ·    ])

Date, Time and Place

        The special meeting of our stockholders will be held on [    ·    ], 2015, at [    ·    ], at [    ·    ] a.m., [    ·    ] time.

Record Date; Shares Entitled to Vote

        You are entitled to vote at the special meeting if you owned shares of our common stock at the close of business on [    ·    ], 2015, the record date for the special meeting. You will have one vote at the special meeting for each share of our common stock you owned at the close of business on the record date.

Purpose

        At the special meeting, we will ask our stockholders of record as of the record date to vote on proposals (i) to adopt the merger agreement, (ii) to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger, and (iii) to approve one or more adjournments of the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Quorum

        As of the record date, there were approximately [    ·    ] shares of our common stock outstanding and entitled to be voted at the special meeting. A quorum of stockholders is necessary to hold a special meeting. Holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting, either present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, [    ·    ] shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum.

Required Vote

        The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon is required to adopt the merger agreement. Approval of the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast at the special meeting and entitled to vote thereon. Approval of the proposal to approve one or more adjournments of the special meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast at the special meeting and entitled to vote thereon.

Share Ownership of Our Directors and Executive Officers

        As of [    ·    ], 2015, the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [    ·    ] shares of our common stock (excluding any shares of our common stock that would be delivered upon exercise or conversion of stock options or other equity-based awards), representing approximately [    ·    ]% of the outstanding shares of our common stock. Our directors and executive officers have informed us that they currently intend to vote all of their shares of Hospira common stock (i) "FOR" the proposal to adopt the merger agreement, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date

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or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Voting of Proxies

        Any Hospira stockholder of record entitled to vote at the special meeting may submit a proxy by returning a signed proxy card by mail or voting electronically over the Internet or by telephone, or may vote in person by appearing at the special meeting. If you are a beneficial owner and hold your shares of Hospira common stock in "street name" through a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how you wish to vote your shares of Hospira common stock using the instructions provided by your broker, bank or other nominee. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. Proposals 1, 2 and 3 in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions, resulting in what we refer to as a broker non-vote. Therefore, it is important that you cast your vote or instruct your broker, bank or nominee on how you wish to vote your shares.

        If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy, signing another proxy card with a later date and returning it to us prior to the special meeting or attending the special meeting and voting in person. If you hold your shares of common stock in "street name," you should contact your broker, bank or other nominee for instructions regarding how to change your vote.

Recommendation of Our Board of Directors and Reasons for the Merger (page [    ·    ])

        Our Board of Directors, which we refer to as the Board, after considering various factors described in the section entitled "The Merger—Recommendation of Our Board of Directors and Reasons for the Merger," unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Hospira and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board unanimously recommends that you vote (i) "FOR" the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Opinion of Morgan Stanley & Co. LLC (page [    ·    ])

        On February 4, 2015, Morgan Stanley & Co. LLC, which we refer to as Morgan Stanley, rendered its oral opinion, which was subsequently confirmed in writing, to the Board to the effect that as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the $90.00 per share in cash to be received by the holders of shares of Hospira's common stock (other than excluded shares) pursuant to the merger agreement was fair from a financial point of view to the holders of such shares.

        The full text of Morgan Stanley's written opinion to the Board dated February 4, 2015, is attached to this proxy statement as Annex B, and is incorporated by reference in this proxy statement in its entirety. Holders of shares of Hospira common stock should read the opinion in its entirety for a

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discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley's opinion was directed to the Board and addressed only the fairness from a financial point of view, as of the date of the opinion, to the holders of shares of Hospira common stock (other than excluded shares) of the $90.00 per share in cash to be received by such holders pursuant to the merger agreement. Morgan Stanley's opinion did not address any other aspects of the merger and did not and does not constitute a recommendation as to how holders of Hospira common stock should vote at the stockholders' meeting to be held in connection with the merger.

Financing of the Merger (page [    ·    ])

        Pfizer expects to finance the merger through cash on hand and proceeds from debt financing. The obligations of Pfizer and Acquisition Sub under the merger agreement are not conditioned in any manner upon their ability to obtain financing (or upon any cooperation by Hospira in respect of any financing).

Treatment of Options, Restricted Stock, Restricted Stock Units and Performance Share Awards (page [    ·    ])

        The merger agreement provides that Hospira's equity awards that are outstanding immediately prior to the effective time of the merger will be subject to the following treatment at the effective time of the merger:

Options

        Each outstanding option to purchase shares of Hospira common stock granted under Hospira's 2004 Long-Term Stock Incentive Plan, which we refer to as the Hospira Equity Plan, that is outstanding and unvested as of the day that is twenty (20) days prior to the closing date of the merger shall become vested as of such date. Each Hospira option outstanding and unexercised immediately prior to the effective time of the merger shall be canceled as of the effective time of the merger and, in consideration of such cancellation, the holder thereof shall be entitled to receive a cash payment in an amount equal to the product of (i) the total number of shares of Hospira common stock subject to such option as of the effective time of the merger and (ii) the amount, if any, by which $90.00 exceeds the exercise price per share of the Hospira common stock underlying the stock option, less any applicable withholding or other taxes, or other amounts required to be withheld.

Restricted Stock

        Each share of Hospira restricted stock granted under the Hospira Equity Plan that is outstanding immediately prior to the effective time of the merger and that is subject to vesting or performance conditions shall become fully vested as of the effective time of the merger and shall be treated as a share of Hospira common stock for purposes of the merger.

Restricted Stock Units

        Each Hospira time-vesting restricted stock unit granted under the Hospira Equity Plan that is outstanding immediately prior to the effective time of the merger shall be cancelled as of the effective time of the merger and, in consideration of such cancellation, the holder thereof shall be entitled to receive a cash payment in an amount equal to the product of $90.00 and the number of shares of Hospira common stock then subject thereto, less any applicable withholding or other taxes, or other amounts required to be withheld.

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Performance Share Awards

        Each Hospira performance-vesting restricted stock unit or performance share unit, which we refer to collectively as performance share awards, granted under the Hospira Equity Plan that is outstanding immediately prior to the effective time of the merger shall be cancelled as of the effective time of the merger and, in consideration of such cancellation, the holder thereof shall be entitled to receive a cash payment in an amount equal to the product of $90.00 and the number of shares of Hospira common stock then subject thereto, based on an assumption that target performance has been achieved with respect to such performance share award, less any applicable withholding or other taxes, or other amounts required to be withheld.

Employee Stock Purchase Plan

        Under Hospira's Basic Stock Purchase Plan and Supplementary Stock Purchase Plan, which we refer to collectively as the stock purchase plan, no new offering period will commence following completion of the offering period in progress as of the date of the merger agreement, no new participants shall be permitted to participate in the stock purchase plan, participants in the stock purchase plan may not increase their rate of payroll deductions, and each participant's outstanding right to purchase shares of Hospira common stock under the stock purchase plan shall be suspended immediately following the end of the purchase or offering period in effect on the date of the merger agreement (or, if earlier, the date that is two business days prior to the closing date of the merger); provided that each participant's accumulated payroll deductions under the stock purchase plan as of the date of the end of such purchase or offering period shall be used to purchase shares of Hospira common stock on the business day immediately prior to the closing date of the merger in accordance with the terms of the stock purchase plan. Furthermore, the shares of Hospira common stock purchased thereunder shall be cancelled at the effective time of the merger and converted into the right to receive the per share merger consideration. Any amounts remaining in each participant's account after such purchase shall be returned to the participant. Hospira shall cause the stock purchase plan to terminate at the effective time of the merger and no further purchase rights shall be granted or exercised under the stock purchase plan thereafter.

Hospira Equity Plan and Other Plans

        As of the effective time of the merger, the Hospira Equity Plan shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of Hospira capital stock shall be cancelled.

Employee Benefits (page [    ·    ])

        For two years following the effective time of the merger, which we refer to as the continuation period, Pfizer has agreed to provide, or cause the surviving corporation to provide, to each employee of Hospira and its subsidiaries who continues to be so employed following the effective time of the merger, whom we refer to collectively as covered employees (excluding covered employees who are subject to collective bargaining agreements for so long as they are subject to a collective bargaining agreement, whom we refer to as covered union employees), an annual base salary or hourly rate of pay and an annual target cash bonus opportunity (expressed as a percentage of base salary) that, in each case, is no less than the base salary or hourly rate of pay or the annual target bonus, as applicable, that such covered employee received from Hospira immediately prior to the effective time of the merger. Pfizer shall provide, or shall cause the surviving corporation to provide, to each covered employee who remains employed through the last day of the calendar year in which the effective time of the merger occurs, an annual bonus payment for such year that is not less than his or her pro-rata annual target bonus for the period commencing on the effective time of the merger and ending on the last day of the calendar year in which the effective time of the merger occurs.

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        In addition, during the continuation period, Pfizer has also agreed to, or to cause the surviving corporation to, maintain employee benefit plans, programs, policies, arrangements and agreements including without limitation severance plans, arrangements and agreements for covered employees that are no less favorable in the aggregate (and individually, with respect to any severance plan or arrangement) than the Hospira plans that were in effect immediately prior to the effective time of the merger (other than the bonus plan as described above and excluding long-term incentives, change in control, retention, transaction, stay or similar arrangements), subject to such modifications as may be required under applicable foreign law; provided, however, that with respect to covered union employees, employee benefits shall be provided in accordance with the applicable collective bargaining agreements. Pfizer shall have no obligation to offer any covered employee or covered union employee the opportunity to participate in any of Pfizer's or its subsidiaries' employee benefit plans, programs, policies or arrangements.

        If any covered employee becomes eligible to participate in any employee benefit plan, program, policy, or arrangement of Pfizer or the surviving corporation, each of which we refer to as a Pfizer plan, following the effective time of the merger, Pfizer will or will cause the surviving corporation to use reasonable best efforts to (i) waive any pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements applicable to any covered employee under any Pfizer plan providing medical, dental, or vision benefits to the same extent such limitation would have been waived or satisfied under the employee benefit plan the covered employee participated in immediately prior to coverage under the Pfizer plan; and (ii) provide each covered employee with credit for any co-payments and deductibles paid prior to the covered employee's coverage under any Pfizer plan during the calendar year in which such amount was paid, to the same extent such credit was given under the employee benefit plan the covered employee participated in immediately prior to coverage under the Pfizer plan, in satisfying any applicable deductible or out-of-pocket requirements under the Pfizer plan.

        As of the effective time of the merger, Pfizer shall recognize, or shall cause the surviving corporation to recognize, all service of each covered employee prior to the effective time of the merger to Hospira and its subsidiaries (as well as predecessor entities thereof) for purposes of eligibility to participate and vesting credit, but the service of each covered employee prior to the effective time of the merger shall not be recognized for the purpose of (i) other than with respect to severance and vacation benefits, any entitlement to benefits or benefit accruals, including, but not limited to, under any pension or post-retirement benefit plans, (ii) the level of non-elective employer contributions under any 401(k) plan of Pfizer or (iii) eligibility to participate in, or the level of benefits under, any Pfizer retiree medical program in which any covered employee participates after the effective time of the merger; provided, however, that benefits under this paragraph shall not accrue to the extent such benefits would result in any duplication of benefits for the same period of service.

Interests of the Directors and Executive Officers of Hospira in the Merger (page [    ·    ])

        When considering the recommendation of the Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that may be deemed to be different from, or in addition to, your interests as a stockholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and overseeing the negotiation of the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be adopted by the stockholders of Hospira. These interests may include the following:

•

Accelerated vesting of equity and equity-based awards in connection with the merger, and the settlement of such awards in exchange for cash in the amounts specified in this proxy statement;

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•

Continued indemnification and directors' and officers' liability insurance to be provided by the surviving corporation;



•

The possible employment of certain of Hospira's executive officers by Pfizer or the surviving corporation after the merger, although as of the date of this proxy statement no agreements related to such matters have been proposed or entered into; and



•

The entitlement of Hospira's named executive officers and other executive officers to receive payments and benefits under their respective change in control agreements with Hospira. For Messrs. Davies and Stober, and Dr. Ramachandra, the change in control agreements provide for 2.0 times each officer's annual salary and target incentive plan award and two years of additional employee welfare benefits (each as calculated below). For Messrs. Ball and Werner, the change in control agreements provide for 2.99 times each officer's annual salary and target incentive plan award and three years of additional employee welfare benefits (each as calculated below). A more complete description of the change in control agreements, which include additional payments and benefits, follows:



•

Term.  The change in control agreements each have a three-year term and do not contain automatic renewal provisions. Effective as of February 4, 2015, Hospira amended its change in control agreements to extend their terms to December 31, 2016. The agreements will extend for two years following a change in control.



•

Triggering Events.  During the term of the agreements, each named officer is entitled to receive benefits, as described below, if a change in control occurs and, if (i) the officer is terminated for any reason other than cause or permanent disability; or (ii) the officer terminates for good reason, which includes a significant adverse change in position, authorities or duties (including the officer ceasing to be an executive officer of a public company), reduction in salary, bonus or other compensation or benefits, relocation of the officer, a failure by Hospira to pay current compensation, a failure to provide equity compensation consistent with past practice or the failure to cause a successor to assume the agreements. An officer also is entitled to benefits if the officer's employment is terminated while a potential change of control is pending for any reason other than cause or permanent disability. Payments under the agreements are delayed for six months after the officer becomes entitled to them, except for certain welfare benefits.



•

Reimbursement of Certain Taxes.  Contingent on the closing of the merger, the change in control agreements provide for reimbursement of taxes incurred as a result of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code.



•

Benefits.  In the circumstances described above under "The Merger—Interests of the Directors and Executive Officers of Hospira in the Merger—Triggering Events," beginning on page [    ·    ], except as described below, each named executive officer will receive:



•

2.0 - 2.99 times (as described above) the officer's annual salary and incentive plan award, with the annual incentive plan award being the amount that would be paid during the period of termination of employment based on an assumption that target performance has been achieved;



•

for a termination that occurs after the end of a performance period, the unpaid annual incentive plan award for the completed performance period for which the award has not been paid, calculated as the higher of:



•

the amount that would be paid during the period of termination of employment if target performance has been achieved; and

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•

the actual amount that would have been paid for the completed period as determined under the terms of the annual incentive plan;

        and reduced by any amounts paid under the bullet point below;

•

for the year in which the change in control occurs, a pro rata annual incentive award through the date of the change in control, without regard to whether a termination of employment has occurred, with the award being the amount that would be paid during the performance period if the target performance has been achieved;



•

if the termination occurs during the performance period following the year in which the change of control occurs, the prorated annual incentive plan award for the period of termination of employment, with the award being the amount that would be paid during the period of termination of employment if the target performance has been achieved;



•

up to 2 - 3 years (as described above) of continued employee welfare benefits, including medical, dental, health and accident, prescription, disability and life insurance coverage, as received by the officer before the change of control;



•

up to one year of outplacement services; and



•

full vesting under applicable agreements of equity awards and options if the acquirer does not continue or replace these with comparable awards.



•

Change in Control.  The merger is expected to constitute a change in control for purposes of the executive officers' change in control agreements.

        If the proposal to adopt the merger agreement is approved by our stockholders and the merger closes, under the terms of the merger agreement any shares of common stock held by our directors and executive officers, including such shares held following the vesting or settlement of equity and equity-based awards, will be treated in the same manner as outstanding shares of common stock held by all other stockholders of Hospira entitled to receive the per share merger consideration.

Appraisal Rights (page [    ·    ])

        If the merger agreement is adopted by Hospira stockholders, stockholders who do not vote in favor of the adoption of the merger agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL. This means that holders of Hospira common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of Hospira common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

        Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares.

        To exercise your appraisal rights, you must submit a written demand for appraisal to Hospira before the vote is taken on the proposal to adopt the merger agreement, you must not submit a blank proxy or otherwise vote in favor of the proposal to adopt the merger agreement and you must continue

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to hold the shares of Hospira common stock of record through the effective time of the merger. Your failure to follow the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement. If you hold your shares of Hospira common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or nominee.

U.S. Federal Income Tax Consequences of the Merger (page [    ·    ])

        The receipt of cash for shares of Hospira common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a U.S. Holder (as defined under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page [    ·    ]) in exchange for such U.S. Holder's shares of Hospira common stock in the merger generally will result in the recognition of gain or loss in an amount measured by the difference between the cash such U.S. Holder receives in the merger and such U.S. Holder's adjusted tax basis in the shares of Hospira common stock surrendered in the merger. A Non-U.S. Holder (as defined under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page [    ·    ]) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States. Stockholders should refer to the discussion in the section entitled "The Merger—U.S. Federal Income Tax Consequences of the Merger," beginning on page [    ·    ] and consult their own tax advisors concerning the U.S. federal income tax consequences relating to the merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger (page [    ·    ])

        Under the merger agreement, the merger cannot be completed until the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which we refer to as the HSR Act, and other applicable antitrust laws of other jurisdictions have expired or been terminated or approval has been obtained.

Legal Proceedings Regarding the Merger (page [    ·    ])

        Following the February 5, 2015 announcement of the merger, five purported class action lawsuits were filed in the Delaware Court of Chancery against Hospira, the members of our Board, Pfizer and Acquisition Sub. Those lawsuits are captioned Casey v. Hospira, Inc. et al., C.A. No. 10630-VCL (Del. Ch. Feb. 9, 2015), which we refer to as the "Casey Action," Montini v. Hospira, Inc. et al., C.A. No. 10637-VCL (Del. Ch. Feb. 10, 2015), which we refer to as the "Montini Action," Zimmerman v. Ball, et al., C.A. No. 10694-VCL (Del. Ch. Feb. 20, 2015), which we refer to as the "Zimmerman Action," Takach v. Hospira, Inc. et al., C.A. No. 10702-VCL (Del. Ch. Feb. 23, 2015), which we refer to as the "Takach Action," and Chen v. Hospira, Inc. et al., C.A. No. 10705-VCL (Del. Ch. Feb. 23, 2015), which we refer to as the "Chen Action." The plaintiffs in the Casey Action, Takach Action and Chen Action have each alleged that the directors of Hospira breached their fiduciary duties in connection with the proposed merger, and that Hospira, Pfizer and Acquisition Sub aided and abetted those alleged breaches of fiduciary duty. Both the plaintiffs in the Montini Action and the Zimmerman Action also have alleged that the directors of Hospira breached their fiduciary duties in connection with the proposed merger, and that Pfizer and Acquisition Sub aided and abetted those alleged breaches of fiduciary duty. Among other remedies, the lawsuits seek to enjoin the merger.

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        Although it is not possible to predict the outcome of litigation matters with certainty, Hospira and our directors believe that each of the lawsuits is without merit, and we intend to vigorously defend against all claims asserted.

No Solicitation (page [    ·    ])

        Except as otherwise provided in the merger agreement, from the date of the merger agreement until the effective time of the merger or, if earlier, the termination of the merger agreement, Hospira will not:

•

Initiate, solicit or knowingly encourage or knowingly induce or take any other action which is intended to lead to the making, submission or announcement of any acquisition proposal,



•

Enter into any agreement with respect to an acquisition proposal,



•

Engage in discussions or negotiations with, or provide any information or data to, any third party relating to an acquisition proposal,



•

Approve, endorse or recommend an acquisition proposal or letter of intent, memorandum of understanding or other contract contemplating an acquisition proposal, or



•

Resolve to do any of the foregoing.

        At any time before obtaining the stockholder approval for the proposal to adopt the merger agreement, in the event that Hospira receives a written acquisition proposal from any third party, Hospira may:

•

Furnish information concerning Hospira's business, properties or assets to any person pursuant to a confidentiality agreement with terms relating to Hospira's confidential information that are no less favorable, in the aggregate, to Hospira than those contained in the confidentiality agreement between Hospira and Pfizer, and



•

Negotiate and participate in discussions and negotiations with such person concerning an acquisition proposal if the Board determines in good faith by resolution duly adopted that such acquisition proposal constitutes or is reasonably likely to constitute a superior proposal (as defined in "Proposal 1: Adoption of the Merger Agreement—No Solicitation" beginning on page [    ·    ]).

Adverse Recommendation Changes (page [    ·    ])

        Under the merger agreement, generally, the Board shall not:

•

Withdraw, qualify or modify (or propose to withdraw, qualify or modify) in a manner adverse to Pfizer or Acquisition Sub the Board's recommendation that the holders of shares of our common stock vote "FOR" the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, which recommendation we refer to as the Hospira recommendation;



•

Approve or recommend (or publicly propose to approve or recommend) any other acquisition proposal; or



•

Enter into any agreement (other than a confidentiality agreement as described above) with respect to any acquisition proposal, with any such action described in this bullet and the preceding two bullets being referred to as an adverse recommendation change.

        Subject to certain notice obligations to Pfizer and certain obligations to discuss and negotiate in good faith any bona fide revisions proposed by Pfizer to the merger agreement in response to such

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notice, at any time before obtaining stockholder approval for the proposal to adopt the merger agreement, the Board may:

•

Make an adverse recommendation change if Hospira receives an acquisition proposal that the Board concludes constitutes a superior proposal (provided that the acquisition proposal was not initiated, solicited, or knowingly encouraged or induced by Hospira in violation of its non-solicitation obligations); or



•

Make an adverse recommendation change in connection with the occurrence of a material event or circumstance that was unknown to the Board as of the date of the merger agreement, which such event we refer to as an intervening event, if as a result of such intervening event, the Board determines in good faith that the failure to effect an adverse recommendation change would be inconsistent with its fiduciary duties to stockholders under applicable law.

Conditions to the Closing of the Merger (page [    ·    ])

        The following are some of the conditions that must be satisfied or, where permitted by law, waived before the merger may be consummated:

•

The approval of the proposal to adopt the merger agreement by the requisite affirmative vote of Hospira's stockholders;



•

The approval or expiration or termination of the applicable waiting periods under the HSR Act and applicable antitrust laws in certain other jurisdictions (see "The Merger—Regulatory Approvals Required for the Merger" beginning on page [    ·    ]);



•

The consummation of the merger not being restrained, enjoined, rendered illegal or otherwise prevented or prohibited by any law or order of any governmental authority;



•

The accuracy of the representations and warranties of Hospira, Pfizer and Acquisition Sub in the merger agreement, subject in some instances to materiality or "material adverse effect" qualifiers, as of the closing date of the merger;



•

The performance in all material respects by Hospira, on the one hand, and Pfizer and Acquisition Sub, on the other hand, of their respective obligations required to be performed by them under the merger agreement on or before the closing date of the merger; and



•

Since the date of the merger agreement, there not having occurred any event, occurrence, development or state of circumstances, change, fact or condition that has had or would, individually or in the aggregate, reasonably be expected to have a "company material adverse effect" with respect to Hospira.

Termination of the Merger Agreement (page [    ·    ])

        In general, the merger agreement may be terminated at any time prior to the effective time, whether before or after approval of the proposal to adopt the merger agreement by the stockholders of Hospira, in the following ways:

•

By mutual written consent of Pfizer and Hospira;



•

By either Pfizer or Hospira:



•

If any governmental authority has, by law or order, permanently restrained, enjoined, rendered illegal or otherwise prohibited the transactions contemplated by the merger agreement and such law or order has become final and non-appealable;



•

If the merger has not been consummated by December 31, 2015, which date we refer to as the termination date, and which may be extended in certain circumstances to a date not

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later than June 30, 2016 (provided, that a party may not so terminate if its failure to perform any of its obligations under the merger agreement has been the cause of or resulted in the failure of the effective time of the merger to occur by the termination date), which termination right we refer to as the closing date termination right; or

•

If Hospira's stockholders fail to approve the proposal to adopt the merger agreement at the special meeting of stockholders, or any adjournment or postponement thereof, at which a vote on such proposal is taken (provided, that Hospira may not so terminate if its failure to perform any of its obligations under the merger agreement has been the principal cause or resulted in the failure to obtain the stockholder approval), which termination right we refer to as the stockholder approval termination right;



•

By Hospira:



•

So long as it is not then in material breach of any of its covenants or agreements contained in the merger agreement, if there has been a breach of or inaccuracy in any of Pfizer's or Acquisition Sub's respective representations, warranties, covenants or other agreements in the merger agreement, which (i) would result in the failure of a related closing condition and (ii) is not capable of being cured, or is not cured within 30 calendar days following Pfizer's receipt of written notice of such breach or failure to perform; we refer to Hospira's right to terminate under this bullet as the Hospira satisfaction termination right; or



•

Prior to receiving the stockholder approval of the proposal to adopt the merger agreement, if (i) the Board has, after complying with its non-solicitation obligations, made an adverse recommendation change with respect to a superior proposal, (ii) Hospira enters into a definitive agreement in connection with such superior proposal concurrently with such termination and (iii) Hospira pays to Pfizer the termination fee under the merger agreement of $500 million; we refer to Hospira's right to terminate under this bullet as the Hospira alternative acquisition termination right.



•

By Pfizer:



•

So long as it is not then in material breach of any of its covenants or agreements contained in the merger agreement, if there has been a breach of or inaccuracy in any of Hospira's representations, warranties, covenants or other agreements in the merger agreement, which (i) would result in the failure of a related closing condition and (ii) is not capable of being cured, or is not cured within 30 calendar days following Hospira's receipt of written notice of such breach or failure to perform; we refer to Pfizer's right to terminate under this bullet as the Pfizer satisfaction termination right; or



•

If at any time before receiving the stockholder approval of the proposal to adopt the merger agreement:



•

the Board makes an adverse recommendation change,



•

the Board fails to publicly reaffirm its approval and recommendation of the merger agreement and the merger within ten (10) business days of Pfizer's written request to do so following receipt by Hospira of an acquisition proposal that is publicly announced or otherwise publicly known, or



•

Hospira violates or breaches in any material respect its non-solicitation obligations.

Termination Fees (page [    ·    ])

        Under the merger agreement, Hospira may be required to pay to Pfizer a termination fee of $500 million (less Pfizer expenses of $20 million, to the extent previously paid by Hospira, as described

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below) if the merger agreement is terminated under specified circumstances. In no event will Hospira be required to pay the termination fee more than once. In the event Pfizer receives the termination fee in circumstances it becomes payable, such payment will be sole and exclusive remedy of Pfizer and Acquisition Sub under the merger agreement and the transactions contemplated by the merger agreement.

Expense Reimbursement (page [    ·    ])

        If the merger agreement is terminated by either party pursuant to the closing date termination right or the stockholder approval termination right or by Pfizer pursuant to the Pfizer satisfaction termination right, and prior to such termination, an acquisition proposal was publicly announced or otherwise communicated to the Board and not withdrawn, Hospira would be required to reimburse $20 million in expenses incurred by Pfizer and Acquisition Sub in connection with the merger agreement and the transactions contemplated thereby. The payment of any termination fee by Hospira to Pfizer would be reduced by any such expense reimbursement amount previously paid.

Specific Performance (page [    ·    ])

        Pfizer, Acquisition Sub and Hospira are entitled to specific performance to prevent breaches of the merger agreement and to enforce the terms of the merger agreement in addition to any other remedy to which they are entitled at law or in equity.

Fees and Expenses (page [    ·    ])

        Except in specified circumstances (as described under "Proposal 1: Adoption of the Merger Agreement—Expense Reimbursement" beginning on page [    ·    ]), whether or not the merger is consummated, each party to the merger agreement is responsible for all of its respective costs and expenses incurred in connection with the merger and the other transactions contemplated by the merger agreement.

Market Prices and Dividend Data (page [    ·    ])

        Our common stock is listed on the NYSE under the symbol "HSP." On February 4, 2015, the last trading day prior to the public announcement of the execution of the merger agreement, the closing price of our common stock was $64.80 per share. On [    ·    ], 2015, the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock on the NYSE was $[    ·    ] per share.

        Under the terms of the merger agreement, from the date of the merger agreement until the earlier of the effective time of the merger or the termination of the merger agreement, we may not declare or pay quarterly cash dividends on our common stock without Pfizer's written consent. Under our current dividend policy, we have never declared or paid any cash dividends on our capital stock and have retained any future earnings to support operations and to finance the growth and development of our business.

        Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

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QUESTIONS AND ANSWERS

        The following questions and answers are intended to address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Hospira stockholder. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement, including the merger agreement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under "Where You Can Find More Information" beginning on page [    ·    ]. The merger agreement is attached as Annex A to this proxy statement.

Q:

Why am I receiving these materials?

A:

The Board is furnishing this proxy statement and form of proxy card to the holders of Hospira common stock in connection with the solicitation of proxies to be voted at a special meeting of stockholders or at any adjournments or postponements of the special meeting.

Q:

When and where is the special meeting?

A:

The special meeting will take place on [    ·    ], 2015 at [    ·    ] at [    ·    ] a.m., [    ·    ] time.

Q:

Who is entitled to vote at the special meeting?

A:

Only stockholders of record as of the close of business on [    ·    ], 2015 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of Hospira common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Hospira common stock that such holder owned as of the record date.

Q:

May I attend the special meeting and vote in person?

A:

Yes. All stockholders as of the record date may attend the special meeting and vote in person. Seating will be limited. Stockholders will need to present proof of ownership of Hospira common stock, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting. Even if you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the enclosed proxy or vote electronically over the Internet or via telephone to ensure that your shares will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you hold your shares in "street name," because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

Q:

What am I being asked to vote on at the special meeting?

A:

You are being asked to consider and vote on the following proposals:

•

To adopt the merger agreement, pursuant to which Acquisition Sub will merge with and into Hospira, and Hospira will become a wholly owned subsidiary of Pfizer;

•

To approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger; and

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•

To approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Q:

What is the proposed merger and what effects will it have on Hospira?

A:

The proposed merger is the acquisition of Hospira by a subsidiary of Pfizer pursuant to the merger agreement. If the proposal to adopt the merger agreement is approved by the holders of Hospira common stock and the other closing conditions under the merger agreement have been satisfied or waived, Acquisition Sub will merge with and into Hospira, with Hospira continuing as the surviving corporation. As a result of the merger, Hospira will become a wholly owned subsidiary of Pfizer. Hospira would expect to de-list its common stock from the NYSE and de-register under the Exchange Act as soon as reasonably practicable following the effective time of the merger, and would thereafter no longer be a publicly traded company or file periodic reports with the SEC. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

Q:

What will I receive if the merger is completed?

A:

Upon completion of the merger, you will be entitled to receive the per share merger consideration of $90.00 in cash, without interest and less any applicable withholding taxes, for each share of common stock that you own, unless you have properly exercised and perfected and not withdrawn your demand for appraisal rights under the DGCL with respect to such shares. For example, if you own 100 shares of common stock, you will receive $9,000 in cash in exchange for your shares of common stock, less any applicable withholding taxes. In either case, you will not own shares in the surviving corporation.

Q:

How does the per share merger consideration compare to the market price of Hospira common stock prior to the public announcement of the merger agreement?

A:

The per share merger consideration represents a premium of (i) approximately 39% to Hospira's closing stock price on February 4, 2015, the last trading day prior to the public announcement of the execution of the merger agreement, and (ii) approximately 48% over the volume weighted average share price of the common stock during the 90 days ended February 4, 2015.

Q:

What do I need to do now?

A:

We encourage you to read this proxy statement, the annexes to this proxy statement, including the merger agreement, and the documents we refer to in this proxy statement carefully and consider how the merger affects you. Then complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the special meeting. If you hold your shares in "street name," please refer to the voting instruction forms provided by your broker, bank or other nominee to vote your shares.

Q:

Should I send in my stock certificates now?

A:

No. After the merger is completed, under the terms of the merger agreement, you will receive shortly thereafter the letter of transmittal instructing you to send your stock certificates to the paying agent in order to receive the cash payment of the per share merger consideration for each share of our common stock represented by the stock certificates. You should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled upon completion of the merger. Please do not send in your stock certificates now.

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Q:

What happens if I sell or otherwise transfer my shares of Hospira common stock after the record date but before the special meeting?

A:

The record date for the special meeting is earlier than the date of the special meeting and the date the merger is expected to be completed. If you sell or transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Hospira in writing of such special arrangements, you will transfer the right to receive the per share merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote these shares at the special meeting. Even if you sell or otherwise transfer your shares of common stock after the record date, we encourage you to complete, date, sign and return the enclosed proxy or vote via the Internet or telephone.

Q:

How does Hospira's Board of Directors recommend that I vote?

A:

The Board, after considering the various factors described under "The Merger—Recommendation of Our Board of Directors and Reasons for the Merger," unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Hospira and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement.

The Board unanimously recommends that you vote (i) "FOR" the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Q:

What happens if the merger is not completed?

A:

If the merger agreement is not adopted by Hospira stockholders or if the merger is not completed for any other reason, Hospira stockholders will not receive any payment for their shares of common stock. Instead, Hospira will remain a public company, our common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

Under specified circumstances, Hospira may be required to reimburse certain of Pfizer's expenses incurred in respect of the transactions contemplated by the merger agreement or pay Pfizer a termination fee upon the termination of the merger agreement as described under "Proposal 1: Adoption of the Merger Agreement—Termination Fees" beginning on page [    ·    ] and "Proposal 1: Adoption of the Merger Agreement—Expense Reimbursement" beginning on page [    ·    ].

Q:

Do any of Hospira's directors or officers have interests in the merger that may differ from those of Hospira stockholders generally?

A:

In considering the recommendation of the Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that may be deemed to be different from, or in addition to, the interests of our stockholders generally. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and overseeing the negotiation of the merger agreement, in approving the merger agreement and the merger and in recommending

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that the merger agreement be adopted by the stockholders of Hospira. For a description of the interests of our directors and executive officers in the merger, see "The Merger—Interests of the Directors and Executive Officers of Hospira in the Merger" beginning on page [    ·    ].

Q:

What vote is required to adopt the merger agreement?

A:

The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the proposal to adopt the merger agreement.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares will result in a broker non-vote and will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

As of [    ·    ], 2015, the record date for determining who is entitled to vote at the special meeting, there were approximately [    ·    ] shares of Hospira common stock issued and outstanding. Each holder of Hospira common stock is entitled to one vote per share of stock owned by such holder as of the record date.

Q:

What vote is required to approve the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger?

A:

Approval of the proposal to approve one or more adjournments of the special meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast. Approval of the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast.

Abstentions and failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares will result in a broker non-vote and will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, to be the "stockholder of record." In this case, this proxy statement and your proxy card have been sent directly to you by Hospira.

If your shares are held through a broker, bank or other nominee, you are considered the "beneficial owner" of the shares of Hospira common stock held in "street name." In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner,

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you have the right to direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

Q:

How may I vote?

A:

If you are a stockholder of record, there are four ways to vote:

•

By attending the special meeting and voting in person by ballot;

•

By visiting the Internet at the address on your proxy card;

•

By calling toll-free (within the U.S. or Canada) at the phone number on your proxy card; or

•

By completing, dating, signing and returning the enclosed proxy card in the accompanying prepaid reply envelope.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Even if you plan to attend the special meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a valid proxy to vote shares which you beneficially own, you may still vote your shares of common stock in person at the special meeting even if you have previously voted by proxy. If you are present at the special meeting and vote in person, your previous vote by proxy will not be counted.

If your shares are held in "street name" through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or electronically over the Internet or by telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or via telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or nominee.

Q:

If my broker holds my shares in "street name," will my broker vote my shares for me?

A:

Not without your direction. Your broker, bank or other nominee will only be permitted to vote your shares on any proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. Proposals 1, 2 and 3 in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares.

You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your shares of Hospira common stock. Without instructions, a broker non-vote will result, and your shares will not be voted. A broker non-vote will have the same effect as if you voted against the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger.

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Q:

May I change my vote after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

A:

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

•

Submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

•

Delivering a written notice of revocation to our Secretary;

•

Signing another proxy card with a later date and returning it to us prior to the special meeting; or

•

Attending the special meeting and voting in person.

If you hold your shares of common stock in "street name," you should contact your broker, bank or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid proxy from your broker, bank or other nominee.

Q:

What is a proxy?

A:

A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of Hospira common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of Hospira common stock is called a "proxy card." The Board has designated F. Michael Ball and Royce R. Bedward, and each of them with full power of substitution, as proxies for the special meeting.

Q:

If a stockholder gives a proxy, how are the shares voted?

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (i) "FOR" the proposal to adopt the merger agreement, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive.

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Q:

Where can I find the voting results of the special meeting?

A:

Hospira intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports Hospira files with the SEC are publicly available when filed. See "Where You Can Find More Information" beginning on page [    ·    ] of this proxy statement.

Q:

Will I be subject to U.S. federal income tax upon the exchange of Hospira common stock for cash pursuant to the merger?

A:

If you are a U.S. Holder (as defined under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page [    ·    ]), the exchange of Hospira common stock for cash pursuant to the merger generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash you received pursuant to the merger and your adjusted tax basis in the shares of our common stock surrendered pursuant to the merger. A Non-U.S. Holder (as defined under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page [    ·    ]) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of the U.S. federal income tax consequences of the merger is provided under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page [    ·    ] of this proxy statement.

Q:

What will the holders of Hospira stock options, restricted stock, restricted stock units and performance share awards receive in the merger?

A:

Each outstanding option to purchase shares of Hospira common stock granted under the Hospira Equity Plan that is outstanding and unvested as of the day that is twenty (20) days prior to the closing date of the merger shall become vested as of such date. Each Hospira option outstanding and unexercised immediately prior to the effective time of the merger shall be canceled as of the effective time of the merger and, in consideration of such cancellation, the holder thereof shall be entitled to receive a payment in an amount in cash equal to the product of (i) the total number of shares of Hospira common stock subject to such option as of the effective time of the merger and (ii) the amount, if any, by which $90.00 exceeds the exercise price per share of the Hospira common stock underlying the stock option, less any applicable withholding or other taxes, or other amounts required to be withheld.

Each share of Hospira restricted stock granted under the Hospira Equity Plan that is outstanding immediately prior to the effective time of the merger and that is subject to vesting or performance conditions shall become fully vested as of the effective time of the merger and shall be treated as a share of Hospira common stock for purposes of the merger.

Each Hospira time-vesting restricted stock unit granted under the Hospira Equity Plan that is outstanding immediately prior to the effective time of the merger shall be cancelled as of the effective time of the merger and, in consideration of such cancellation, the holder thereof shall be entitled to receive a cash payment in an amount equal to the product of $90.00 and the number of shares of Hospira common stock then subject thereto, less any applicable withholding or other taxes, or other amounts required to be withheld.

Each Hospira performance-vesting restricted stock unit or performance share unit, which we refer to collectively as performance share awards, granted under the Hospira Equity Plan that is

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outstanding immediately prior to the effective time of the merger shall be cancelled as of the effective time of the merger and, in consideration of such cancellation, the holder thereof shall be entitled to receive a cash payment in an amount equal to the product of $90.00 and the number of shares of Hospira common stock then subject thereto, based on an assumption that target performance has been achieved with respect to such performance share award, less any applicable withholding or other taxes, or other amounts required to be withheld.

Q:

When do you expect the merger to be completed?

A:

We are working toward completing the merger as quickly as possible and currently expect to complete the merger in the second half of 2015. However, the exact timing of completion of the merger cannot be predicted because the merger is subject to conditions, including adoption of the merger agreement by our stockholders and the receipt of regulatory approvals.

Q:

Am I entitled to appraisal rights under the DGCL?

A:

If the merger is adopted by Hospira's stockholders, stockholders who do not vote (whether in person or by proxy) in favor of the adoption of the merger agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of Hospira common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of Hospira common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement.

Q:

Who can help answer my questions?

A:

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:  

480 Washington Blvd., 26th Floor
Jersey City, NJ 07310
Email: hospira@georgeson.com
Call toll-free: (800) 676-0194

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FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain "forward-looking statements" that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as "may," "should," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "potential," "plan," "forecast" and other words of similar import. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filing on Form 10-K and subsequent periodic and interim reports, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

•

The inability to consummate the merger due to the failure to obtain stockholder approval to adopt the merger agreement or failure to satisfy the other conditions to the completion of the merger, including receipt of required regulatory approvals;



•

The risk that the merger agreement may be terminated in certain circumstances that require us to pay Pfizer a termination fee of $500 million and/or reimburse Pfizer's expenses of $20 million, which reimbursement would be deducted from any termination fee owed to Pfizer;



•

Risks that the proposed merger disrupts our current plans and operations or affects our ability to retain or recruit key employees;



•

The effect of the announcement of the merger on Hospira's business relationships (including, without limitation, customers and suppliers), operating results and business generally;



•

The amount of the costs, fees, expenses and charges related to the merger agreement or the merger;



•

Risks related to diverting management's or employees' attention from ongoing business operations;



•

Risk that our stock price may decline significantly if the merger is not completed;



•

Risks related to obtaining the requisite consents to the merger, including, without limitation, the timing (including possible delays) and expiration or termination of the applicable waiting periods under the HSR Act and other applicable antitrust laws, and the risk that such consents might not be received;



•

The risk that the merger may not be consummated in a timely manner, if at all;



•

The nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against us and others; and



•

The fact that Hospira's stockholders would forgo the opportunity to realize the potential long-term value of the successful execution of Hospira's current strategy as an independent company.

        Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (a) the information contained under this heading and (b) the information contained under the headings "Risk Factors" and information in our consolidated financial statements and notes thereto included in our most recent filing on Form 10-K and subsequent periodic and interim report filings (see "Where You

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Can Find More Information" beginning on page [    ·    ]). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

        Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Hospira stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

THE SPECIAL MEETING

        The enclosed proxy is solicited on behalf of the Board for use at the special meeting of stockholders or at any adjournments or postponements thereof.

Date, Time and Place

        We will hold the special meeting on [    ·    ], 2015 at [    ·    ], at [    ·    ], [    ·    ] time.

Purpose of the Special Meeting

        At the special meeting, we will ask our stockholders of record as of the record date to vote on proposals to (i) adopt the merger agreement, (ii) approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Record Date; Shares Entitled to Vote; Quorum

        Only stockholders of record as of the close of business on [    ·    ], 2015, are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 275 North Field Drive, Lake Forest, Illinois, 60045, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during the special meeting.

        As of the record date, there were approximately [    ·    ] shares of our common stock outstanding and entitled to be voted at the special meeting.

        A quorum of stockholders is necessary to hold a special meeting. The holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting, either present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, [    ·    ] shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum.

        In the event that a quorum is not present at the special meeting, it is expected that the meeting would be adjourned or postponed to a later date to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

        The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon is required to approve the proposal to adopt the merger agreement. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

        Approval of the proposal to approve one or more adjournments of the special meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast. Approval of the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by

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Hospira to its named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast.

        If a Hospira stockholder abstains from voting, the abstention will have the same effect as if the stockholder voted "AGAINST" the proposal to adopt the merger agreement, but will have no effect on the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger.

        If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares will result in a broker non-vote, and each broker non-vote will count as a vote "AGAINST" the proposal to adopt the merger agreement, but will have no effect on the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger.

Shares Held by Hospira's Directors and Executive Officers

        At the close of business on [    ·    ], 2015, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [    ·    ] shares of our common stock (excluding any shares of our common stock that would be delivered upon exercise or conversion of stock options or other equity-based awards), which represented approximately [    ·    ]% of the shares of our outstanding common stock on that date. The directors and executive officers have informed Hospira that they currently intend to vote all of their shares of Hospira common stock (i) "FOR" the proposal to adopt the merger agreement, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Voting of Proxies

        If your shares are registered in your name with our transfer agent, Computershare, you may cause your shares to be voted by returning a signed proxy card, or you may vote in person at the special meeting. Additionally, you may submit electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

        If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the special meeting in person. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

        Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) "FOR" the proposal to adopt the merger agreement, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to

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its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. No proxy that is specifically marked against the proposal to adopt the merger agreement will be voted in favor of the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger, unless it is specifically marked "FOR" the approval of such proposal.

        If your shares are held in "street name" through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or by the Internet or telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or other nominee. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. Proposals 1, 2 and 3 in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. If you do not return your broker's, bank's or other nominee's voting form, do not vote via the Internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote in person with a proxy from your broker, bank or other nominee, such actions will result in a broker non-vote and will have the same effect as if you voted "AGAINST" the proposal to adopt the merger agreement but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger.

Revocability of Proxies

        If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

•

Submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;



•

Delivering a written notice of revocation to our Secretary;



•

Signing another proxy card with a later date and returning it to us prior to the special meeting; or



•

Attending the special meeting and voting in person.

        Please note that to be effective, your new proxy card, internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the special meeting and, in the case of Internet or telephonic voting instructions, must be received before [    ·    ] on [    ·    ], 2015. If you have submitted a proxy, your appearance at the special meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

        If you hold your shares of common stock in "street name," you should contact your broker, bank or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid proxy from your broker, bank or other nominee. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow Hospira stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned.

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Board of Directors' Recommendation

        The Board, after considering various factors described in the section entitled "The Merger—Recommendation of Our Board of Directors and Reasons for the Merger," unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Hospira and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board unanimously recommends that you vote (i) "FOR" the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Solicitation of Proxies

        The expense of soliciting proxies in the enclosed form will be borne by Hospira. We have retained Georgeson Inc., a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $[    ·    ] plus expenses. Proxies may also be solicited by some of our directors, officers and employees, personally or by telephone, facsimile or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

        Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the proposal to adopt the merger agreement, we anticipate that the merger will be consummated in the second half of 2015.

Rights of Stockholders Who Seek Appraisal

        If the merger is adopted by Hospira stockholders, stockholders who do not vote in favor of the adoption of the merger agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of Hospira common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of Hospira common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

        Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares.

        To exercise your appraisal rights, you must submit a written demand for appraisal to Hospira before the vote is taken on the adoption of the merger agreement, you must not submit a proxy or otherwise vote in favor of the proposal to adopt the merger agreement and you must continue to hold the shares of Hospira common stock of record through the effective time of the merger. Your failure to follow the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached

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as Annex C to this proxy statement. If you hold your shares of Hospira common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank firm or nominee.

Other Matters

        At this time, we know of no other matters to be submitted at the special meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [    ·    ], 2015

        The proxy statement is available at www.hospirainvestor.com under "Investor Relations—Proxy Materials." The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein.

Householding of Special Meeting Materials

        We may send a single copy of this proxy statement to any household at which two or more stockholders reside in accordance with SEC rules, unless we have received contrary instructions. Each stockholder in the household will continue to receive a separate proxy card. This process, known as "householding," reduces the volume of duplicate information received at your household and helps to reduce our expenses.

        If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate proxy statement, please notify your broker or direct your written request to: Hospira Investor Relations, 275 North Field Drive, Department 051M, Building H-1, Lake Forest, Illinois 60045, or contact our Investor Relations department at (224) 212-2711. We will promptly deliver upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request "householding" of their communications should contact their broker.

THE MERGER

        This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Parties Involved in the Merger

Hospira, Inc.

275 North Field Drive
Lake Forest, Illinois 60045
Phone: (224) 212-2000

        Hospira is the world's leading provider of injectable drugs and infusion technologies, and a global leader in biosimilars. Hospira's portfolio includes generic acute-care and oncology injectables, biosimilars, and integrated infusion therapy and medication management products. Its portfolio of products is used by hospitals and alternate site providers, such as clinics, home healthcare providers and long-term care facilities.

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        Hospira was incorporated in Delaware on September 16, 2003, as a wholly owned subsidiary of Abbott Laboratories. Our business first began operation as part of Abbott in the 1930s. On April 30, 2004, Abbott distributed our common stock to Abbott's shareholders. On that date, we began operating as an independent company. Our common stock is currently listed and traded on the NYSE under the symbol "HSP."

Pfizer Inc.

235 East 42^nd Street
New York, New York 10017
Phone: (212) 733-2323

        Pfizer is a research-based, global biopharmaceutical company. Pfizer applies science and its global resources to bring therapies to people that extend and significantly improve their lives through the discovery, development and manufacture of healthcare products. Its global portfolio includes medicines and vaccines as well as many of the world's best-known consumer healthcare products. Pfizer works across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Pfizer collaborates with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world.

        Pfizer's common stock is currently listed on the NYSE under the symbol "PFE." Upon completion of the merger, Hospira will be a wholly owned subsidiary of Pfizer.

Perkins Holding Company

c/o Pfizer Inc.
235 East 42^nd Street
New York, New York 10017
Phone: (212) 733-2323

        Acquisition Sub is a Delaware corporation and a wholly owned subsidiary of Pfizer, formed on February 2, 2015, for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement. Upon completion of the merger, Acquisition Sub will cease to exist.

Certain Effects of the Merger on Hospira

        Upon the terms and subject to the conditions of the merger agreement, Acquisition Sub will merge with and into Hospira, with Hospira continuing as the surviving corporation and a wholly owned subsidiary of Pfizer. As a result of the merger, Hospira will become a wholly owned subsidiary of Pfizer. Hospira expects to de-list our common stock from the NYSE and de-register under the Exchange Act as soon as reasonably practicable following the effective time of the merger, and thereafter we would no longer be a publicly traded company or file periodic reports with the SEC. If the merger is consummated, you will not own any shares of the capital stock of the surviving corporation.

        The time at which the merger will become effective, which we refer to as the effective time of the merger, will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Pfizer may agree and specify in the certificate of merger).

Effect on Hospira if the Merger is Not Completed

        If the merger agreement is not adopted by Hospira stockholders or if the merger is not completed for any other reason, Hospira stockholders will not receive any payment for their shares of common

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stock. Instead, Hospira will remain a public company, our common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

        Furthermore, if the merger is not consummated, and depending on the circumstances that would have caused the merger not to be consummated, it is likely that the price of Hospira's common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Hospira's common stock would return to the price at which it trades as of the date of this proxy statement.

        Accordingly, if the merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Hospira's common stock. If the merger is not consummated, the Board will continue to evaluate and review Hospira's business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the merger agreement is not adopted by Hospira's stockholders or if the merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Hospira will be offered or that Hospira's business, prospects or results of operation will not be adversely impacted.

        In addition, under specified circumstances, Hospira may be required to reimburse certain of Pfizer's expenses incurred in respect of the transactions contemplated by the merger agreement or pay Pfizer a termination fee upon the termination of the merger agreement, as described under "Proposal 1: Adoption of the Merger Agreement—Termination Fees" and "—Expense Reimbursement" beginning on page [    ·    ].

Merger Consideration

        In the merger, each outstanding share of common stock of Hospira issued and outstanding immediately prior to the effective time of the merger (other than excluded shares) will be converted automatically into the right to receive $90.00 in cash, without interest and less any applicable withholding taxes, which amount we refer to as the per share merger consideration, and, without any action by the holders of such shares, will cease to be outstanding, be canceled and cease to exist, and each certificate or book-entry share formerly representing any of the shares of Hospira common stock will thereafter represent only the right to receive the per share merger consideration.

        After the merger is completed, under the terms of the merger agreement, you will have the right to receive the per share merger consideration, but you will no longer have any rights as a Hospira stockholder as a result of the merger (except that stockholders who properly exercise and perfect their demand for right of appraisal will have the right to receive a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under "—Appraisal Rights").

Background of the Merger

Background of the Merger

        The Board and Hospira's senior management regularly review and revise Hospira's long-term strategic plan with the goal of maximizing stockholder value. As part of that process, the Board and Hospira's senior management have evaluated a number of potential acquisitions and other potential opportunities intended to increase stockholder value. Over several months in 2014, Hospira conducted due diligence and engaged in negotiations regarding a significant potential acquisition by Hospira. Those discussions, which concluded in late fall 2014, did not result in a transaction.

        From time to time, Hospira has been contacted by third parties indicating an interest in pursuing a strategic transaction with Hospira. In July 2014, Hospira received a written indication of interest from a medical technology company proposing to pursue a "merger of equals" with Hospira. In August 2014,

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Hospira received a written, conditional indication of interest from a specialty pharmaceuticals company proposing to acquire Hospira for $68.50 per share in a mix of cash and stock. In each case, following consultation with Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to Hospira, which we refer to as Skadden, and Morgan Stanley, financial advisor to Hospira, and a review of Hospira's business, prospects and other alternatives, the Board determined that pursuing these potential transactions was not in the best interests of Hospira and its stockholders. After the Board's decision was communicated to each of these potential transaction counterparties, Hospira received no further offers or indications of interest from either party regarding a potential transaction.

        On December 16, 2014, Ian Read, the chairman of the board and chief executive officer of Pfizer, contacted Michael Ball, the chief executive officer of Hospira, and requested a meeting to present a proposal to Hospira.

        Following discussions with Morgan Stanley and Skadden, and consultation with John Staley, the chairman of the Board, as well as various other members of the Board, Mr. Ball agreed to meet with Mr. Read on December 22, 2014.

        In engaging Skadden and Morgan Stanley, senior management and the Board were aware of Skadden's representation of Pfizer in various unrelated matters and of Morgan Stanley's prior work on behalf of Pfizer in various unrelated matters.

        On December 22, Mr. Ball and Brian Smith, senior vice president and special counsel of Hospira, met with Mr. Read and Frank D'Amelio, executive vice president, business operations and chief financial officer of Pfizer. At the meeting, Messrs. Read and D'Amelio presented a proposal for Pfizer to acquire Hospira for $82.00 per share in cash, which constituted a premium of approximately 30% to Hospira's closing share price on December 22. Pfizer's proposal was subject to confirmatory due diligence, which was expected to take approximately two weeks. Pfizer also requested that Hospira work exclusively with Pfizer during the due diligence period to allow Pfizer to complete its due diligence. Mr. Ball told Messrs. Read and D'Amelio that Hospira would respond to Pfizer's proposal after the Board had the opportunity to consider the proposal with its advisors, which was expected to be in early January 2015.

        On December 23, a meeting of the Board was held, at which representatives of Morgan Stanley and Skadden were present. At this meeting, a representative of Morgan Stanley, along with Mr. Ball and Mr. Smith, reviewed with the Board the terms of Pfizer's December 22 proposal. A representative of Skadden reviewed the fiduciary duties of the Board. The Board discussed the Pfizer proposal and the Board's desired process for evaluating and responding to the proposal, and directed senior management and Morgan Stanley to prepare additional analysis with respect to the proposal. No decision regarding the Pfizer proposal was made at this time, but the Board determined to further consider the proposal at a subsequent meeting.

        On January 6, 2015, a meeting of the Board was held, at which representatives of Morgan Stanley and Skadden were present. At this meeting, senior management of Hospira reviewed with the Board Hospira's preliminary 2014 financial results and Hospira's strategic plan and prospects. A representative of Skadden reviewed the fiduciary duties of the Board, including in the context of a potential change of control transaction. Representatives of Morgan Stanley reviewed the terms of Pfizer's proposal and provided Morgan Stanley's preliminary valuation analysis. The Board considered whether to engage in discussions with Pfizer and potential responses, as well as whether to contact other parties that might have an interest in acquiring Hospira. Following discussion, the Board instructed senior management to inform Pfizer that Hospira was not prepared to engage in discussions with Pfizer regarding a potential transaction at the price proposed by Pfizer and that, if Pfizer sought to engage Hospira in such discussions, Pfizer would need to increase its price.

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        On January 8, Messrs. Ball and Smith communicated to Messrs. Read and D'Amelio the Board's position with respect to Pfizer's proposal.

        On January 13, Messrs. Read and D'Amelio informed Messrs. Ball and Smith that Pfizer was prepared to increase its proposal to $87.00 per share in cash, which constituted a premium of approximately 41% to Hospira's closing share price on January 13. The revised proposal was subject to the same requirements with respect to due diligence as Pfizer's initial December 22 proposal and the Pfizer representatives renewed their request for exclusivity during the diligence process. Mr. Ball informed Messrs. Read and D'Amelio that Hospira would respond to Pfizer's revised proposal after the Board had the opportunity to consider it with its advisors.

        On January 16, a meeting of the Board was held, at which representatives of Morgan Stanley and Skadden were present. A representative of Skadden reviewed the fiduciary duties of the Board. Representatives of Morgan Stanley reviewed with the Board the terms of Pfizer's revised proposal and provided Morgan Stanley's preliminary valuation analysis with respect to the revised proposal. The Board considered Pfizer's request for exclusivity, including possible benefits and risks of granting exclusivity, and received advice from the representatives of Morgan Stanley and Skadden. The Board discussed the merits of contacting other parties that might be interested in acquiring Hospira. Following discussion, the Board determined that it would be prepared to allow Pfizer to conduct due diligence on Hospira for a limited period without granting exclusivity, with the understanding that before the Board would consider approving a transaction with Pfizer, Pfizer would need to increase its price from the $87.00 per share reflected in its revised proposal. Alternatively, the Board determined that it was prepared to offer Pfizer exclusivity for a limited duration in return for an increase in the price offered by Pfizer to $90.00 per share, a level that the Board believed would maximize the value attainable by stockholders. In offering the alternative of a period of exclusivity in return for Pfizer increasing its price to $90.00, the Board considered, among other things, Pfizer's repeated requests for exclusivity, the benefits to Hospira's stockholders of an increase in the proposed price, the attractiveness of an all cash proposal with no financing risk, Morgan Stanley's preliminary valuation analysis with respect to Pfizer's proposal, an analysis of the other companies that might be interested in acquiring Hospira, the likelihood that each such company would be prepared to do so at a higher price, the strategic benefits to Pfizer relative to other potential acquirers from acquiring Hospira and the understanding that Hospira would require any merger agreement with Pfizer to permit Hospira to accept a higher price for the company if one were to emerge, subject to the payment of a customary termination fee. The Board instructed senior management to respond to Pfizer's revised proposal by presenting these two alternatives to Pfizer.

        Later on January 16, Messrs. Ball and Smith communicated to Messrs. Read and D'Amelio the Board's position with respect to Pfizer's revised proposal.

        On January 19, Messrs. Read and D'Amelio informed Messrs. Ball and Smith that Pfizer was prepared to increase its proposal to $90.00 per share in cash, which constituted a premium of approximately 42% to Hospira's closing share price on January 16, in return for an exclusivity commitment from Hospira of a limited duration.

        On January 20, Hospira and Pfizer entered into a confidentiality and standstill agreement allowing for confidential negotiations, exchange of information and the conduct of due diligence. On January 21, Hospira and Pfizer entered into an exclusivity agreement, which provided for an exclusivity period through February 3, 2015.

        From January 20 through February 4, Pfizer and its representatives conducted due diligence on Hospira.

        On January 22, Ropes & Gray LLP, counsel to Pfizer, provided Skadden with a draft merger agreement, which included a proposed termination fee of 3.25% of Hospira's enterprise value upon the

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occurrence of certain termination events. Between January 27 and February 4, representatives of Hospira and Pfizer negotiated the provisions of the proposed merger agreement.

        On January 26, a meeting of the Board was held, at which representatives of Skadden were present. At the meeting, Mr. Ball provided an update on the status of the potential transaction with Pfizer.

        On February 2, a meeting of the Board was held, at which representatives of Morgan Stanley and Skadden were present. A representative of Skadden reviewed the fiduciary duties of the Board. Representatives of Morgan Stanley presented to the Board Morgan Stanley's financial analysis with respect to the proposed transaction. A representative of Skadden reviewed the proposed terms of the draft merger agreement, including the circumstances in which the Board would be entitled to negotiate with third parties making a proposal to acquire Hospira and to change its recommendation of the Pfizer transaction, the duration of Pfizer's match rights in respect of any superior offer, the circumstances in which the Board would be entitled to terminate the merger agreement to accept a superior proposal, the termination events and circumstances giving rise to the payment of termination fees and expenses to Pfizer, and the amount of such proposed termination fees and expenses. Skadden also described the terms of the merger agreement that were still the subject of ongoing negotiations. The Board directed senior management and Skadden to continue negotiations, including in respect of termination fees and expenses.

        On February 3, the exclusivity agreement expired in accordance with its terms.

        On February 4, a meeting of the Board was held, at which representatives of Morgan Stanley and Skadden were present. A representative of Skadden reviewed the proposed terms of the merger agreement, including changes since the prior meeting, including a proposed termination fee upon the occurrence of certain termination events of $500 million, which constituted less than 3% of Hospira's enterprise value at $90.00 per share. Representatives of Morgan Stanley then presented Morgan Stanley's financial analysis of the proposed transaction and rendered Morgan Stanley's oral opinion, subsequently confirmed by delivery of a written opinion dated February 4, 2015, to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the $90.00 per share in cash to be received by the holders of shares of Hospira's common stock (other than excluded shares) pursuant to the merger agreement was fair from a financial point of view to such holders. After discussion, the Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable, fair to, and in the best interests of Hospira and its stockholders, approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement, and resolved, subject to the terms of the merger agreement, to recommend that Hospira's stockholders approve the merger agreement and the transactions contemplated thereby. In addition, the Board determined to make certain amendments to Hospira's bylaws and compensation arrangements with its executive officers.

        Hospira and Pfizer executed the merger agreement during the early morning on February 5, 2015. That same morning, Hospira and Pfizer issued a press release announcing entry into the merger agreement.

Recommendation of Our Board of Directors and Reasons for the Merger

Recommendation of Our Board of Directors

        The Board, after considering various factors described below, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Hospira and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement.

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        The Board unanimously recommends that you vote (i) "FOR" the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, (ii) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hospira to its named executive officers in connection with the merger and (iii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Reasons for the Merger

        In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Board consulted with Hospira's senior management, outside legal counsel and an independent financial advisor. In recommending that Hospira's stockholders vote their shares of common stock in favor of the proposal to adopt the merger agreement, the Board also considered a number of reasons, including the following (not necessarily in order of relative importance):

•

Hospira's business and operations, and its current and historical financial condition and results of operations.



•

Hospira's business plan and related financial projections and the ability to execute long-term, high-potential opportunities, and the risks and uncertainties in executing on the business plan and achieving such financial projections and opportunities, including risks in relation to the development and production of new products, including biolsimilars, risks related to Hospira's ongoing regulatory compliance initiatives in both its pharmaceutical and device businesses, risks related to Hospira's efforts to build out and obtain regulatory approval for its new pharmaceutical manufacturing facility in Vizag, India, and the uncertainty regarding future regulatory developments in the industry, and the "risk factors" set forth in Hospira's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and subsequent reports filed with the SEC.



•

The historic trading ranges of the common stock and the potential trading range of the common stock absent announcement of the merger agreement.



•

The relationship of the $90.00 per share merger consideration to the trading price of our common stock, including that the per share merger consideration constituted a premium of:



•

Approximately 39% to Hospira's closing stock price on February 4, 2015, the last trading day prior to the public announcement of the execution of the merger agreement;



•

Approximately 43% over the volume weighted average share price of the common stock during the 30 days ended February 4, 2015;



•

Approximately 48% over the volume weighted average share price of the common stock during the 90 days ended February 4, 2015; and



•

Approximately 35% over the all-time high of the common stock.



•

The financial analysis of Morgan Stanley, Hospira's financial advisor in connection with the merger, and the opinion of Morgan Stanley, dated as of February 4, 2015 and delivered to the Board, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the $90.00 per share in cash to be paid to the holders of shares of Hospira's common stock (other than excluded shares) pursuant to the merger agreement was fair from a financial point of view to the holders of Hospira's common stock, as more fully described below under the heading "—Opinion of Morgan Stanley & Co. LLC."

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•

The fact that the all-cash merger consideration will provide certainty of value and liquidity to Hospira's stockholders, while eliminating long-term business and execution risk.



•

The perceived risks of continuing as a standalone public company; and the assessment that no other internally developed alternatives were reasonably likely in the near term to create greater value for Hospira's stockholders than the merger, taking into account business, competitive, industry and market risk.



•

The Board's view that the terms of the merger agreement would not deter interested third parties from making a superior proposal.



•

Hospira's right under the merger agreement to respond to third parties submitting acquisition proposals by providing information subject to a confidentiality agreement, and to engage in negotiations or discussions with such persons, if the Board, prior to taking any such actions, determines in good faith that such acquisition proposal either constitutes a superior proposal or is reasonably likely to constitute a superior proposal.



•

The Board's right, under certain circumstances, to withdraw, qualify or modify its recommendation that our stockholders adopt the merger agreement.



•

Hospira's ability to terminate the merger agreement in order to enter into an alternative acquisition agreement that the Board determines to be a superior proposal, subject to certain conditions (including Pfizer's right to have an opportunity to revise the terms of the merger agreement), provided that we concurrently pay a $500 million termination fee to Pfizer under circumstances as described in "Proposal 1: Adoption of the Merger Agreement—Termination Fees" beginning on page [    ·    ].



•

The other terms of the merger agreement, including:



•

The other termination provisions, including the fact that the Board believed that the termination fee of $500 million is reasonable in light of, among other things, the benefits of the merger to Hospira's stockholders, the typical size of such fees in similar transactions and the likelihood that a fee of such size would not preclude or unreasonably restrict the emergence of alternative acquisition proposals; and



•

The conditions to the closing and the fact that there is no pending litigation condition and no financing condition in the merger agreement.



•

The likelihood that the merger and related transactions with Pfizer would be completed, including its knowledge of Pfizer's financial condition and ability to fund the cash merger consideration, and the commitment by Pfizer to obtain applicable consents and approvals under antitrust and similar laws and assume the risks related to certain conditions and requirements that may be imposed by regulators in connection with securing such approvals up to a specified threshold.



•

The fact that the merger agreement was the product of arms-length negotiations and contained terms and conditions that were, in the Board's view, favorable to Hospira and its stockholders.



•

The fact that the merger agreement was approved by the Board, which is comprised of a majority of independent directors who are not affiliated with Pfizer and are not employees of Hospira or any of its subsidiaries, and which retained and received advice from Hospira's outside financial and legal advisors in evaluating, negotiating and recommending the terms of the merger agreement.



•

The requirement that the merger will only be effective if approved by the holders of a majority of the outstanding shares of Hospira common stock and the absence of any stock voting

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commitments by management or other stockholders, so that stockholders will have the right to approve or disapprove of the merger.

•

Hospira's ability to specifically enforce Pfizer's obligations under the merger agreement, including Hospira's obligations to consummate the merger, and Hospira's ability to seek damages upon any breach by Pfizer of the merger agreement.



•

The availability of appraisal rights to Hospira's stockholders who comply with specified procedures under Delaware law.

        The Board also considered a number of uncertainties, risks and other factors in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following (not necessarily in order of relative importance):

•

The fact that Hospira engaged in exclusive negotiations with Pfizer regarding a potential transaction, did not contact other potential buyers before or during the exclusivity period and that the non-solicitation covenant in the merger agreement would impose restrictions on Hospira's ability to solicit other potential buyers after signing.



•

The fact that Hospira's stockholders would forgo the opportunity to realize the potential long-term value of the successful execution of Hospira's current strategy as an independent company.



•

The fact that receipt of the all-cash merger consideration would be taxable to Hospira's stockholders that are treated as U.S. holders for U.S. federal income tax purposes.



•

The fact that, under specified circumstances, Hospira may be required to pay fees and expenses in the event the merger agreement is terminated and the effect this could have on Hospira, including:



•

The possibility that the $500 million termination fee payable by Hospira to Pfizer upon the termination of the merger agreement under certain circumstances could discourage some potential acquirers from making an acquisition proposal, although the Board believed that the termination fee was reasonable in amount and would not unduly deter any other party that might be interested in acquiring Hospira;



•

The requirement that Hospira reimburse Pfizer for $20 million in expenses incurred by Pfizer and Acquisition Sub in connection with the merger agreement if an acquisition proposal is outstanding and subsequently the merger agreement is terminated under certain circumstances, which reimbursement would be offset against any termination fee that might subsequently become payable by Hospira to Pfizer pursuant to the merger agreement; and



•

If the merger is not consummated, Hospira will generally be required to pay its own expenses associated with the merger agreement and the transactions contemplated thereby.



•

The significant costs involved in connection with entering into and completing the merger and the substantial time and effort of management required to consummate the merger, which could disrupt Hospira's business operations.



•

The fact that the announcement and pendency of the merger, or the failure to complete the merger, may cause substantial harm to Hospira's relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management, technical, sales and other personnel), vendors and customers.



•

The restrictions in the merger agreement on Hospira's conduct of business prior to completion of the merger, which could delay or prevent Hospira from undertaking business opportunities that may arise, or taking other actions with respect to its operations that the Board and management might believe were appropriate or desirable.

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•

The fact that, while Hospira expects the merger to be consummated if the proposal to adopt the merger agreement is approved by Hospira's stockholders, there can be no assurance that all conditions to the parties' obligations to consummate the merger will be satisfied.



•

The fact that the market price of our common stock could be affected by many factors, including: (i) if the merger agreement is terminated, the reason or reasons for such termination and whether such termination resulted from factors adversely affecting Hospira; (ii) the possibility that, as a result of the termination of the merger agreement, possible acquirers may consider Hospira to be a less attractive acquisition candidate; and (iii) the possible sale of our common stock by short-term investors following an announcement that the merger agreement was terminated.



•

The fact that Hospira's directors and executive officers may have interests in the merger that may be deemed to be different from, or in addition to, those of Hospira's stockholders. The Board was made aware of and considered these interests, to the extent such interests existed at the time; for more information about such interests, see below under the heading "—Interests of the Directors and Executive Officers of Hospira in the Merger."



•

The fact that the completion of the merger would require approval or expiration or termination of the applicable waiting periods under the HSR Act and other applicable antitrust laws and the amount of time that might be required to do so.

        The Board believed that, overall, the potential benefits of the merger to Hospira's stockholders outweighed the risks and uncertainties of the merger.

        The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented.

Opinion of Morgan Stanley & Co. LLC

        Morgan Stanley was retained by Hospira to act as its financial advisor to render a financial opinion in connection with the proposed merger. Hospira selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in Hospira's industry and its knowledge of the business and affairs of Hospira. On February 4, 2015, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Board to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the $90.00 per share in cash to be received by the holders of shares of common stock of Hospira (other than excluded shares) pursuant to the merger agreement was fair from a financial point of view to the holders of such shares.

        The full text of Morgan Stanley's written opinion to the Board dated February 4, 2015, is attached as Annex B to this proxy statement and is hereby incorporated into this proxy statement by reference in its entirety. Holders of shares of Hospira common stock should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley's opinion was

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directed to the Board and addressed only the fairness from a financial point of view, as of the date of the opinion, to the holders of shares of common stock of Hospira (other than excluded shares) of the $90.00 per share in cash to be received by such holders pursuant to the merger agreement. Morgan Stanley's opinion did not address any other aspects of the merger and did not and does not constitute a recommendation as to how holders of Hospira common stock should vote at the stockholders' meeting to be held in connection with the merger.

        In arriving at its opinion, Morgan Stanley:

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Reviewed certain publicly available financial statements and other business and financial information of Hospira;



•

Reviewed certain internal financial statements and other financial and operating data concerning Hospira;



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Reviewed certain financial projections prepared by the management of Hospira;



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Discussed the past and current operations and financial condition and the prospects of Hospira with senior executives of Hospira;



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Reviewed the pro forma impact of the merger on Pfizer's earnings per share, cash flow, consolidated capitalization and financial ratios;



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Reviewed the reported prices and trading activity for Hospira's common stock;



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Compared the financial performance of Hospira and the prices and trading activity of Hospira's common stock with that of certain other publicly-traded companies comparable with Hospira and their securities;



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Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;



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Reviewed a draft of the merger agreement and certain related documents; and



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Performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Hospira and formed a substantial basis for its opinion. With respect to Hospira's financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Hospira of the future financial performance of Hospira. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions and that the definitive merger agreement would not differ in any material respect to its analysis from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley noted that it is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Hospira and its legal, tax, and regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Hospira's officers, directors or employees, or any class of such persons, relative to the per share merger consideration to be received by the holders of shares of Hospira common stock in the merger. Morgan Stanley's opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to

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other business or financial strategies that might be available to Hospira, nor did it address the underlying business decision of Hospira to enter into the merger agreement or proceed with any other transaction contemplated by the merger agreement. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Hospira, and was not furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, February 4, 2015. Events occurring after such date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion. Morgan Stanley noted that, in arriving at its opinion, it was not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction involving Hospira.

Summary of Financial Analyses

        The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Board. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Unless stated otherwise, the following quantitative information, to the extent that it is based on market data, is based on market data as of January 30, 2015, which was the last trading day immediately preceding the February 2, 2015 presentation by Morgan Stanley to the Board, and is not necessarily indicative of current market conditions. In performing its financial analyses summarized below and in arriving at its opinion, with the consent of the Board, Morgan Stanley used and relied upon the following financial projections: (i) the Management Long Range Plan, as more fully described below in the section entitled "The Merger—Certain Financial Forecasts" and (ii) certain publicly available Wall Street projections for Hospira, referred to below as the Street Consensus Estimates. Some of the financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion.

Historical Trading Range Analysis

        Morgan Stanley reviewed the historical trading range of shares of Hospira common stock for the 52-week period ending January 30, 2015 and noted that, during such period, the maximum closing trading price for shares of Hospira common stock was $66.56 and the minimum closing trading price for shares of Hospira common stock was $40.41. Morgan Stanley also noted that the closing trading price for shares of Hospira common stock on January 30, 2015, the last day of trading prior to the Board presentation, was $63.43, the 30-Day VWAP was $62.87, the 90-Day VWAP was $60.37 and the All-Time High was $66.56. The term VWAP refers to the "volume weighted average price" during a reference period, which is a measure of the average price of a share of stock over a given period of time.

Equity Research Analyst Targets

        Morgan Stanley reviewed the undiscounted price targets for shares of Hospira common stock prepared and published by equity research analysts that had been published by Bloomberg during the time period from August 30, 2014 through January 20, 2015. These targets reflect each analyst's

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estimate of the future public market trading price of shares of Hospira common stock. The range of equity analyst undiscounted price targets for shares of Hospira common stock was $51.00 to $68.00.

        In order to better compare the equity research analysts' stock price targets with the merger consideration, based on its professional judgment and experience, Morgan Stanley discounted each analyst's price target to present value assuming a cost of equity of 8.1%, which discount rate was based on the Capital Asset Pricing Model using a market risk premium of 6.0%, a risk-free rate of 2.2% and a beta of 1.0 for Hospira's common stock that was determined by Morgan Stanley using market data from Barra US Equity Model (Long Term Horizon) as of December 31, 2014. This analysis resulted in a discounted analyst price target range for Hospira common stock of $47.16 to $62.88.

        The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Hospira common stock and these estimates are subject to uncertainties, including the future financial performance of Hospira and future financial market conditions.

Comparable Company Analysis

        Morgan Stanley performed a comparable company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared, using publicly available information, certain current and historical financial information for Hospira with corresponding current and historical financial information, ratios and public market multiples for publicly traded companies in the generic pharmaceuticals space, companies with significant hospital presence and pharmaceutical companies with significant exposure to biologics that shared certain similar business and operating characteristics to Hospira.

        These companies were chosen based on Morgan Stanley's knowledge of the industry and because they have businesses that may be considered similar to Hospira's. Although none of such companies are identical or directly comparable to Hospira, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to Hospira.

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        For purposes of this analysis, Morgan Stanley analyzed the following ratios of stock price to estimated earnings per share for calendar years 2015 and 2016, based on publicly available financial information as of January 30, 2015:

Comparable Company Multiples

        Based on the analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a representative range of price to earnings multiples of the comparable companies and applied this range of multiples to the relevant Hospira financial statistics based on the Management Long Range Plan and Street Consensus Estimates. Morgan Stanley calculated a range of estimated implied values per share of Hospira's common stock as of January 30, 2015 as follows:

Comparable Company Multiples

        No company utilized in the comparable company analysis is identical to Hospira. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of

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which are beyond the control of Hospira. These include, among other things, comparable company growth, the impact of competition on the businesses of Hospira and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Hospira or the industry, or in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

        Morgan Stanley performed a discounted equity value analysis, which is designed to value a company's future earnings in order to help determine the estimated future value of a company's common equity. The resulting value is subsequently discounted back to the present day at the company's cost of equity in order to arrive at an estimate of the present value for the company's potential future stock price.

        Morgan Stanley calculated ranges of implied equity values per share for Hospira as of December 31, 2014. In arriving at the estimated equity values per share of Hospira, Morgan Stanley applied a price to earnings multiple equal to the 2018 price to earnings multiple range of 16.0x to 20.0x (based on the comparable companies referred to above and reflecting normalized multiples consistent with historical averages) to Hospira's 2018 estimated earnings per share based on the Management Long Range Plan and Street Consensus Estimates. Morgan Stanley then discounted the resulting equity value to December 31, 2014 at a discount rate equal to Hospira's assumed cost of equity of 8.1%. Based on these calculations, this analysis implied the following per share value ranges for Hospira's common stock:

Precedent Transactions Analysis

        Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms and premia of selected transactions. Morgan Stanley selected certain injectables transactions since 2003 for which relevant financial information was publicly available.

        For these transactions, Morgan Stanley reviewed the purchase price paid and calculated the ratio of the aggregate value of each transaction to the estimated last twelve months ("LTM") EBITDA,

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based on publicly available financial information. Morgan Stanley reviewed the following transactions in connection with this analysis:

Precedent Transaction Multiples