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| Exchange Disseminated Time | Pfizer Ltd has informed BSE that the Board of Directors of the Company (“Board”) at their meeting held on November 23, 2013 has approved the payment of Interim Dividend of Rs. 360/- per equity share of Rs. 10/- each (3600%) to the shareholders of the Company. The said interim dividend will be paid on December 17, 2013.
Further 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. |
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