PFIZER- MERGER INVERSION TIMELINE As of January 5, 2016

The companies have set a deadline no sooner than October 31, 2016 (possibly extended to March 31, 2017) to complete the deal, but it probably will be earlier than that.

Pfizer’s proposed tax-dodging merger with Allergan, announced in November 2015, won’t become final unless and until both companies have received the approval of shareholders and government regulators, a process that could stretch far into 2016. That gives Congress plenty of time to step in to stop the largest international tax avoidance scheme ever proposed by a U.S. corporation. Following are the principal delays the Pfizer-Allergan merger faces.

Antitrust/Competitiveness Review U.S. corporations like Pfizer planning big mergers and acquisitions must notify the Federal Trade Commission (FTC) and the Justice Department’s Antitrust Division and wait at least 30 days for a determination that the proposed combination will not hurt competition in their industry. That waiting period can be extended another 30 days if regulators need more time to review the companies’ filings.

Allergan, an Irish company, is subject to a similar review by the European Commission, which has 25 days to conduct an initial review, and up to four months for a closer look.

(It’s important to note that analysts believe the Pfizer-Allergan merger will have little trouble passing competiveness muster.)

Securities’ Filings Both Pfizer and Allergan must obtain approval from the Securities and Exchange Commission (SEC) of the stock offerings being made in connection with the merger. This process can take several months in the case of a full review. In addition, Allergan must obtain similar approval from Irish securities regulators. According to the SEC’s online database as of January 5, neither company had yet filed the necessary form (S-4) to obtain approval; and there was no indication that Allergan had filed the Irish equivalent, either.

Shareholder Approval Once the securities offerings have been approved, Pfizer and Allergan must obtain shareholder approval for the deal. The stockholder votes may occur no sooner than 30 days after SEC approval. Apparently the stockholder voting deadline has been scheduled just a day before the deal’s proposed closing date.

Allergan Divestiture The deal is contingent on the completion of Allergan’s sale of its business to , expected in the first quarter of 2016.