PHILADELPHIA — Tylenol swallows Sudafed. Neutrogena absorbs Lubriderm. Imodium ingests Rolaids.

Huge healthcare conglomerate Johnson & Johnson is about to expand its empire with its $16.6 billion cash acquisition of Pfizer Inc.'s over-the-counter brands, the companies said yesterday.

In a healthcare equivalent of General Motors Corp. buying a division of Ford Motor Co., the acquisition at a premium price — if approved by federal regulators — would solidify Johnson & Johnson's domination of the consumer-health business even as the company restructures current operations and prescription-drug development, analysts said.

It would bring into the Johnson & Johnson fold eight Pfizer plants.

For Pfizer, based in New York City, the division sale would generate about $13.5 billion in after-tax proceeds, which the company said it intends to use in buying back stock and developing new prescription products, both from outside acquisitions and internal research.

Johnson & Johnson beat at least one other bidder, GlaxoSmithKline PLC, based in London with U.S. headquarters in Philadelphia and North Carolina.

Pfizer's division generated about $3.9 billion last year, while Johnson & Johnson's already huge product line had sales of $9.1 billion. Combined, the $13 billion Johnson & Johnson consumer segment would become the world's largest, accounting for a quarter of its revenues.

Wall Street, which had estimated the price tag of Pfizer's division at closer to $10 billion, knocked Johnson & Johnson shares down almost 2 percent, or $1.11, to $60.21. Traders pushed up Pfizer about 2 percent, or 37 cents, to $23.01 on the New York Stock Exchange.

Several analysts, however, said they were confident Johnson & Johnson eventually would justify the high price with its record of innovative marketing and differentiating seemingly similar products.

"The price seems a bit high, but given their track record and the type of growth they drive, the price ultimately will be seen as worth it," said Scott Thoma, an equity analyst at Edward Jones LLP.

Johnson & Johnson itself said it expects the acquisition costs to turn into gains in per-share earnings by 2009.

Glenn Novarro, an analyst at Bank of America Securities, said in a note to investors that Johnson & Johnson's consumer business already was in line to generate approximately $9.5 billion in sales this year.

Some Pfizer brands will represent new markets for Johnson & Johnson, such as Nicorette for smoking. Pfizer's Visine eye drops may give Johnson & Johnson a platform to expand its eye care business, currently focused on contact lenses, analysts said.

But other products, like Pfizer's Lubriderm and Johnson & Johnson's Neutrogena lotions, appear to overlap. Company officials said in a conference call they had no immediate plans to discontinue any Pfizer products.

Glenn Rosenthal, chairman of the Department of Pharmaceutical Marketing and Health Care Business at the University of the Sciences in Philadelphia, said Johnson & Johnson is adept at differentiating products.

"If you give a different brand message, you can clearly separate the categories that you're going after," Rosenthal said.

The sale also exemplifies the divergent strategies of two giants of healthcare manufacturing: Pfizer is narrowing its focus on high-revenue prescription products, while Johnson & Johnson is reaffirming its emphasis on three-pronged revenues from consumer products, prescription pharmaceuticals and medical devices.

"We are committed to leadership in the most attractive segments of healthcare, and this transaction is entirely consistent with that historic policy," Johnson & Johnson chief financial officer Robert Darretta said in a conference call.

Thoma, the equity analyst, said Johnson & Johnson's strategy at the moment appears to have the upper hand to Pfizer, noting the slump in pharmaceutical stocks.

"Johnson & Johnson's business has held up a lot better than the pure pharmaceutical companies," he said.

Pfizer said it had been reviewing its strategic options for the division since February so it could focus on its prescription drug business.

Pfizer chairman and chief executive officer Hank McKinnell, in a statement, said: "We will now be in an even stronger position to capitalize on the many opportunities we see in our core pharmaceuticals business, as well as enhance returns to our shareholders."