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C.R. Sukumar

Hyderabad , Sept. 8

AN end to the long pending controversy over the merger of Pfizer Ltd and Parke-Davis India Ltd appeared in sight with the Supreme Court on Monday dismissing the petition filed by the minority shareholders who challenged the merger.

Pfizer has informed the stock exchanges today that the special leave petition filed by the dissenting shareholders in the Supreme Court against the approval of the merger of Parke-Davis with Pfizer Ltd has been dismissed. Pfizer said it would now proceed to complete the implementation of the scheme of amalgamation of Parke-Davis with the company. The share exchange ratio is four equity shares of Pfizer for every nine equity shares of Parke-Davis.

The company has decided to hold the annual general meeting of its shareholders to approve the accounts for the year ended November 30, 2002 and pay dividend at Rs 7.50 on every equity share on the post-merger equity capital of the company.

Earlier, when the minority shareholders filed an appeal before the Bombay High Court, the Court granted an ad-interim stay on March 13 this year. This ad-interim order had restrained Pfizer from taking further steps in the implementation of the scheme of amalgamation.

After hearing the objections raised by Pfizer against the petition filed by minority shareholders, the division bench of the High Court admitted the appeal filed by shareholders on April 30 and continued the stay in respect of further implementation of the scheme of amalgamation. The High Court subsequently on August 12 extended the stay on the merger of Pfizer with Parke-Davis until September 5.

Earlier, after obtaining the approval of shareholders for the scheme of amalgamation at the Court-convened general meetings during August last year, both the companies filed requisite petitions before the Bombay High Court during September last in accordance with the Company Law.

According to Pfizer, several hearings were held before the High Court between October 2002 and January 2003.

The High Court accorded its approval for the scheme of amalgamation by its orders dated February 7, 2003.

As directed by the High Court, the company filed the copy of the orders with the Registrar of Companies on May 10.

The company had also taken all actions such as informing the stock exchanges, fixing the record date on March 14, 2003 for determination of entitlement for issue of shares of Pfizer to the shareholders of Parke-Davis India.

Due to the fixation of record date, the trading in Parke-Davis equity shares was suspended by the stock exchanges from March 5.

This was aimed at facilitating issue of Pfizer's equity shares to those shareholders of Parke-Davis India whose names appear on their Register of Members as of March 14.

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