Pfizer Limited (BSE:500680) entered into a scheme of amalgamation to acquire Wyeth Limited (BSE:500095) from various sellers for INR 22.8 billion in stock on November 23, 2013. The sellers include Wyeth, LLC, Wyeth Holdings Corporation, John Wyeth & Brother Limited, Life Insurance Corporation of India, Allard Growth Fund a fund of Allard Partners Limited, Atul Ltd. (BSE:500027), Bajaj Allianz Life Insurance Company Ltd, UTI Mutual Fund - UTI Children's Career Balanced Plan, a fund of UTI Asset Management, Punjab National Bank, Asset Management Arm, Life Insurance Corporation of India, Asset Management Arm, Bank of Baroda, Asset Management Arm, State Bank of India, Asset Management Arm. Under the terms of the agreement, seven fully paid up equity shares of Pfizer Limited will be issued for every ten fully paid up equity shares of Wyeth Limited. Based on the equity swap ratio, Pfizer Limited will issue 15.9 million shares as consideration.

The scheme is subject to all requisite approvals from the relevant statutory and regulatory authorities including the sanction of the High Court of Judicature at Bombay, shareholders of Pfizer Limited and Wyeth Limited, Securities and Exchange Board of India, other stock exchanges and Foreign Investment Promotion Board of India. The transaction is also subject to approvals from the creditors of Wyeth. The scheme has been unanimously approved by the Board of Wyeth Limited and Pfizer Limited. Pursuant to the transaction, Wyeth Limited will be dissolved without being wound up. The merger process is expected to be completed in nine months. A court convened meeting of the shareholders of Wyeth Limited is scheduled for April 16, 2014. As of March 24, 2014, DSP Merrill Lynch found the exchange ratio to be fair and reasonable to Pfizer shareholders. On April 16, 2014, Pfizer's shareholders unanimously approved the transaction. As of April 25, 2014, the transaction was approved by Wyeth shareholders. As of October 31, 2014, Hon'ble High Court of Judicature at Bombay approved the amalgamation of the Wyeth Limited with Pfizer Limited. As of December 1, 2014, the transaction received final approvals from FPIB, SEBI and stock exchanges. The record date for the transaction is December 11, 2014.

Deloitte Haskins & Sells and S. R. Batliboi & Co. LLP acted as independent valuers. Citigroup Global Markets India Private Limited acted as financial advisor for Wyeth Limited. DSP Merrill Lynch Ltd. acted as financial advisor for Pfizer Limited. Ernst & Young LLP acted as tax advisor for Pfizer Limited. AZB & Partners and Advocates and Solicitors acted as legal advisors in the deal. Glen D'Souza of MSL Group India acted as PR advisor for Pfizer Limited. Kirtee Kapoor and Pavan Jawanda of Davis Polk & Wardwell LLP acted as legal advisors to Citigroup. Molla Hasan and Nandish Vyas of AZB & Partners acted as legal advisor for Pfizer Limited and Wyeth Limited.

Pfizer Limited (BSE:500680) completed the acquisition of Wyeth Limited (BSE:500095) from various sellers on December 1, 2014.