Nestlé S.A. (SWX:NESN) agreed to acquire Pfizer Nutrition from Pfizer Inc. (NYSE:PFE) for $11.9 billion in cash on April 21, 2012. The transaction will be financed with cash and additional debt. As reported on July 4, 2012, Nestlé S.A. signed an $8.5 billion syndicated bridge loan for the transaction. Pfizer Nutrition had revenues of approximately $2.1 billion and EBITDA of $500 million in 2011. Upon completion of the transaction, all Pfizer Nutrition employees will be transferred to Nestlé, subject to works council and union consultation where required. The transaction is subject to regulatory approval and expects to be completed by the first half of 2013. The after-tax proceeds will be used by Pfizer Inc. for further share repurchases, or to invest in other business- development opportunities. The transaction will be accretive to the Nestlé model both for growth and margins as well as earnings per share in the full first year.

The transaction is subject to approval by Brazilian Council for Economic Defence. As of July 25, 2012, the Italian Competition Authority approved the transaction. As of August 8, 2012, Competition Commission of India approved the transaction. As on October 9, 2012, the transaction was approved by the Competition Commission of Pakistan. On November 2, 2012, the deal was approved from Chinese Ministry of Commerce. As of November 20, 2012, The Federal Competition Commission of Mexico denied clearance to Nestle to acquire Pfizer Nutrition Inc. Pfizer and Nestle have 30 working days to appeal. As of November 22, 2012, the deal got an approval from Australian Competition and Consumer Commission.

Bank of AmericaMerrill Lynch, Banco Santander, Bank of Tokyo-Mitsubishi, Barclays Bank, BNP Paribas, Citi, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, JP Morgan, Royal Bank of Scotland, Societe Generale and UBS acted as bookrunners and mandated lead arrangers for Nestlé S.A. Morgan Stanley & Co. LLC and Tony Reeves and Emma Davies of Centerview Partners LLC acted as financial advisors to Pfizer Inc. Paul Schnell, Kenneth Wolff, Sally Thurston and Jose Estevez of Skadden, Arps, Slate, Meagher & Flom, L.L.P., Tony Reeves, Emma Davies, Yip Ming Yen, Jim Back, Omar Rashid and Murtaza Sutarwalla of Clifford Chance LLP and Jonathan Klein, Sidney Burke, Nia Brown, Gregory Chludzinski, Jason Durschlag, Kira Mineroff, Murad Abida, Yuliya Balabon, Rana Abu Samaha, Amanda Turnill, Michael Reed, Elana O'Reilly, Geoffrey Lee, Matshipi Mabane, Chris Ewing, Alessia Fowler, Jonathan Klein Sidney Burke, Emma Harnett, Leah O'Brien and David Morris of DLA Piper US LLP acted as legal advisors to Pfizer Inc. Deutsche Bank acted as financial advisor for Nestlé. David Carpenter, John Boelter, Richard Assmus, James Barry, Lee Morlock, Richard Assmus, James Barry, Mark Uhrynuk, John Roberti, Adrian Steel and Lee Morlock of Mayer Brown acted as legal advisor to Nestle. Mike Barker and Sharon Henrick of King & Wood Mallesons acted as legal advisors to Nestlé. Emmanuel Macron, Brice Lemonnier, François Wat, Anne-Laure Kiechel, Jim Lawrence, Larry Portman, Michael Gottschalk, Nicholas Barnes, Robert Rozemulder, Emmanuel Guillemet, Sarah Slaoui, Camille Pochat, Joshua Michaels, and Lucy Shen of N M Rothschild & Sons Limited acted as financial advisor for Nestlé S.A. David Fox, Jeff Symons, and Kim Harkness of Kirkland & Ellis LLP acted as legal advisor to Centerview Partners LLC. Cliffe Dekker Hofmeyr acted as the legal advisor to Pfizer Nutrition Inc. Jonathan Stevens of Baker & McKenzie, LLP acted as legal advisor to Pfizer. Campbell Steedman of White & Case LLP acted as legal advisor to Nestle S.A. Pallavi Shroff and Shweta Shroff Chopra of Amarchand & Mangaldas & Suresh A Shroff & Co. acted as legal advisor for Nestlé S.A. Ernst & Young UK acted as accountant to Nestle S.A. Lau Kiat Wee and Joyce Ang of Wong Partnership acted as legal advisor for Nestlé SA. Andrew Mackie, Sophie Mathur, Raina Grey, Louise Teale, Richard Godden, Vanessa Havard-Williams, Melanie Shanker, Leisha Marasinghe, Tim Stevens, Hannah McKinlay, Saeed Al Awar, Ben Davies, Diogo Plantier Santos, Marta Pereira, Inês Caprichoso, Teresa Faria, Wolfgang Deselaers, Gerwin Van Gerven, and Jonas Brueckner of Linklaters LLP acted as legal advisors for Nestlé S.A. A & L Goodbody, Adnan Sundra & Low, Buddle Findlay and Melli Darsa & Co acted as legal advisors for for Nestlé S.A. White & Case, L.L.P. acted as legal advisor to Pfizer. Adnan Sundra & Low acted as legal advisor to Nestlé. James Lawrence of Rothschild, Bruce Evans of Deutsche Bank AG (DB:DBK) and David Carpenter and John Boelter of Mayer Brown LLP acted as the legal advisor for Nestlé S.A. (SWX:NESN) in the transaction.

Nestlé S.A. (SWX:NESN) completed the acquisition of Pfizer Nutrition from Pfizer Inc. (NYSE:PFE) on November 30, 2012. The required regulatory process was concluded in most markets. In certain countries where completion will be delayed due to ongoing regulatory review, Pfizer will continue to operate the business on an interim basis. As of February 12, 2013, the transaction was approved by the Competition Tribunal. As of April 15, 2013, the transaction was approved by the Federal Antitrust Comision of Mexico.