Pfizer Ltd has informed BSE that the Board of Directors of the Company ('Board') at their meeting held on November 23, 2013 the Company has informed that, the Board also considered and approved the Scheme of Amalgamation of the Wyeth Ltd (Transferor Company) with Pfizer Ltd ('Transferee Company' or 'Company') ('Scheme') under the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act 1956. It may be noted that the Scheme was reviewed and recommended for approval by the Audit Committee of the Board of the Company at its meeting held earlier on November 23, 2013. The said Scheme has been unanimously approved by the Board subject to the requisite approval of the members and/ or creditors of the Company as may be directed by the High Court of Judicature at Bombay and subject to all such other requisite approvals from the relevant statutory and regulatory authorities and sanction of the High Court of Judicature at Bombay. The salient features of the Scheme are as foIIows: 1. The entire undertaking of the Transferor Company would be transferred to the Transferee Company as a going concern together with all assets and liabilities of the Transferor Company; 2. The Appointed Date of the Scheme would be April 01, 2013; 3. In consideration of the amalgamation, the Transferee Company will issue shares to the shareholders of the Transferor Company in the following swap ratio jointly recommended by the independent valuers, Deloitte Haskins & Sells and S. R. Batliboi & Co. LLP as under 7 (seven) fully paid up equity shares of Rs. 10 each of Pfizer Limited for every 10 (ten) fully paid up equity shares of Rs. 10 each of Wyeth Limited. The above swap ratio has been recommended after taking into account the payment of the interim dividend, as set out above, and is on a post-dividend basis. 4. DSP Merrill Lynch Limited has issued a fairness opinion on the swap ratio. 5. Upon the Scheme coming into effect, the Transferor Company will be dissolved without being wound up. Wyeth Ltd has informed BSE that the Board of Directors of the Company ('Board') at their meeting held on November 23, 2013, the Company has informed that, the Board also considered and approved the Scheme of Amalgamation of Wyeth Ltd ('Transferor Company' or 'Company') with Pfizer Ltd ('Transferee Company') ('Scheme') under the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956. It may be noted that the Scheme was reviewed and recommended for approval by the Audit Committee of the Board of the Company at its meeting held earlier on November 23, 2013. The said Scheme has been unanimously approved by the Board subject to the requisite approvals of the members and / or creditors of the Company as may be directed by the High Court of Judicature at Bombay and subject to all such other requisite approvals from the relevant statutory and regulatory authorities including the sanction of the High Court of Judicature at Bombay. The salient features of the Scheme are as follows: 1. The entire undertaking of the Transferor Company would be transferred to the Transferee Company as a going concern together with all assets and liabilities of the Transferor Company; 2. The Appointed Date of the Scheme would be April 01, 2013; 3. In consideration of the amalgamation, the Transferee Company will issue shares to the shareholders of the Transferor Company in the following swap ratio jointly recommended by the independent Valuers, Deloitte Haskins & Sells and S. R. Batliboi & Co. LLP as under: 7 (Seven) fully paid up equity shares of Rs. 10 each of Pfizer Limited for every 10 (Ten) fully paid up equity shares of Rs. 10 each of Wyeth Limited. Pfizer Ltd has informed BSE that the Board of Directors of the Company has fixed December 11, 2014 as the 'Record Date' to determine the name of equity shareholders of Wyeth Limited who shall be entitled to receive shares of the Company pursuant to the amalgamation of Wyeth Limited with the Company. As per Clause 6.1 of the Scheme i.e. 7 (seven) equity shares of Rs. 10 (Rupees Ten only) each fully paid up of the Company, will be issued for every 10 (ten) equity shares of Rs.10 (Rupees Ten only) each fully paid up held in Wyeth Limited to the equity shareholders of Wyeth Limited. (As Per BSE Announcement dated on 02/12/2014) The above swap ratio has been recommended after taking into account the payment of the interim dividend, as set out above, and is on a post dividend basis. 4. Citigroup Global Markets India Private Limited has issued a fairness opinion on the swap ratio. 5. Upon the Scheme coming into effect, the Transferor Company will be dissolved without being wound up. Pfizer Limited has informed the Exchange that pursuant to the directions of the Hon'ble Bombay High Court vide its order dated March 7, 2014,the Court Convened Meeting of the Equity Shareholders of the Company was held on April 16, 2014. At the said meeting,a poll was conducted for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation between Wyeth Limited and the Company and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act,1956( Scheme ).At the said meeting, the Scheme has been approved unanimously,100% in number and 100% in value by the Equity Shareholders present at the Meeting and voting in person or by proxy. (As Per NSE Bulletin Dated on 21.04.2014) Pfizer Ltd has submitted to BSE the copies of the following: 1. Newspaper advertisements of the Company giving notice of hearing of Petition for approval of the amalgamation of the Company with Wyeth Limited published in the Newspapers on August 07, 2014. 2. Newspaper advertisements of Wyeth Limited giving notice of hearing of Petition for approval of the amalgamation of the Company with Wyeth Limited in the Newspapers on August 07, 2014. (As Per BSE Announcement Date on 08.08.2014) Pfizer Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay on October 31, 2014 considered and approved the amalgamation of Wyeth Limited with the Company, in terms of the scheme of amalgamation between Wyeth Limited, the Company and their respective shareholders and creditors under the provisions of Sections 391 to 394 of the Companies Act, 1956. (As Per BSE Announcement Dated on 31.10.2014) Wyeth Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay on October 31, 2014 considered and approved the amalgamation of the Company with Pfizer Limited, in terms of the Scheme of Amalgamation between the Company, Wyeth Limited and their respective shareholders and creditors under the provisions of Sections 391 to 394 of the Companies Act, 1956. (As Per BSE Announcement Dated on 31.10.2014) With reference to the earlier announcement dated October 31, 2014 in connection with the approval by the Hon'ble High Court of Judicature at Bombay to the Scheme of Amalgamation between Wyeth Limited and the Company, and their respective shareholders and creditors under the provisions of Sections 391 to 394 of the Companies Act 1956 ('Scheme'), Pfizer Ltd has now informed BSE that the Scheme has become effective on December 01, 2014 ('Effective Date') after filing of e-Form INC - 28 with the Registrar of Companies / Ministry of Corporate Affairs. (As Per BSE Announcement Dated on 01.12.2014) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation of Wyeth Ltd with Pfizer Ltd., as approved by the Hon'ble High Court of Judicature at Bombay. Pfizer Ltd. has fixed a Record Date to determine the entitlement of shareholders of Wyeth Ltd to the equity shares of Pfizer Ltd. Trading Members are advised not to deal in the equity shares of Wyeth Ltd. with effect from the under mentioned date. COMPANY NAME CODE Wyeth Ltd. (500095;600095) RECORD DATE 11.12.2014 PURPOSE The Scheme of Amalgamation: - Amalgamation of Wyeth Ltd. with Pfizer Ltd. Upon the Scheme becoming effective and in upon the transfer and vesting of Wyeth Ltd. in Pfizer Ltd., Pfizer Ltd shall issue and allot shares to all the shareholders of Wyeth Ltd in the following share exchange ratio: 7 (SEVEN) equity shares of Rs. 10/- each credited as fully paid up, of Pfizer Ltd. for every 10 (TEN) fully paid up equity shares of Rs. 10/- each held in Wyeth Ltd. NO DEALINGS FROM 10/12/2014 DR-170/2014-2015 Trading Members of the Exchange are requested to take note of it. (As Per BSE notice Dated on 03.12.2014)