Walkers BVI Advises on the Completed US$11.6 billion Merger of Pfizer and Biohaven

Walkers is pleased to have acted as British Virgin Islands ("BVI") counsel to Pfizer Inc. (NYSE:PFE) on its US$11.6 billion cash acquisition of Biohaven Pharmaceutical Holding Company Ltd (NYSE: BHVN), which closed on Monday 3 October. The take-private transaction was implemented by way of a BVI statutory merger and represents the largest ever takeover of a publicly-listed BVI company by transaction value.

This transaction underscores Walkers' leading M&A practice in the BVI and its high-value cross border capabilities supported by its corporate services arm Walkers Corporate (BVI) Limited

Pursuant to the transaction, Pfizer acquired all of the outstanding shares of Biohaven not already owned by Pfizer for $148.50 per share in cash, for a total transaction consideration of approximately $11.6 billion. As a result of the acquisition, Biohaven became a wholly-owned subsidiary of Pfizer. Effective immediately prior to the closing of the acquisition, Biohaven completed the spin-off of Biohaven Ltd, distributing Biohaven Ltd.’s shares to Biohaven’s shareholders. Pfizer, a Biohaven shareholder, received a pro rata portion of Biohaven Ltd.’s shares in the distribution and owns approximately 3% of Biohaven Ltd. Biohaven Ltd. will continue to trade on the New York Stock Exchange under the ticker (NYSE: BHVN).

Commenting on the transaction, BVI Managing Partner Matthew Cowman said, "We are delighted to have worked alongside Ropes & Gray on such an important transaction for Pfizer. Transactions like this demonstrate Walkers' credentials as the go-to firm in the BVI for high-value cross border M&A and once again highlights the attractiveness of the BVI as a jurisdiction that can facilitate complex cross-border M&A deals for our global listed clients".

The Walkers team, comprising Matthew Cowman, Alex Drysdale, Rosalind Nicholson, Syed Islam and McKay Andrew, advised Pfizer on the transaction in concert with US counsel Ropes & Gray.

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