SlideShare a Scribd company logo
1 of 21
Download to read offline
TAKEOVER PANORAMA
        IN THIS ISSUE

Exemption order passed in favour of Gujrat
Ambuja Exports Ltd.

Open offer to the shareholders of Geojit
Financial Services Ltd.

Major Acquisition deals during the Month

Hint of Month

Thought of the Month




                                             1
21




          Insight

            Contents                                         Page No

            Recent Updates                                       3

            Latest Open offers                                   5

            Regular Section                                      13

            Market Update                                        17

            Case Study                                           20

            Intermediary Search                                  21




         Disclaimer
     This paper is a copyright of Corporate Professionals (India) Pvt Ltd. The
     author and the company expressly disclaim all and any liability to any
     person who has read this paper, or otherwise, in respect of anything,
     and of consequences of anything done, or omitted to be done by any
     such person in reliance upon the contents of this paper.




                                           2
21




                            Recent Updates
                 Ray Ban Sun Optics India Limited
Issue: Exemption from making Public Offer

Target Company: Ray Ban Sun Optics India Limited

Acquirers: Luxotica Group S.P.A

Regulation from which the exemption has been sought: 10 & 12 read with 14(1) & 14(3)

Facts: The acquirer entered into a purchase agreement with the seller on April, 28, 1999 as regards
the sale of its eyewear business and by virtue of the same, indirectly acquired 44.152% of the paid up
capital of the Target Company and control over it. The acquirer contended that it is not required to
make public offer. The case, through various appeals, went to the Supreme Court. Supreme Court also
directed the acquirer to make the public announcement of an open offer within a period of 45 days
from the date of the order and further directed the acquirer to pay the offer price with interest at the
rate of 10% per annum with effect from August 27, 1999 till the date of payment.

Decision: SEBI directed the acquirer to make public offer for the acquisition of 20% of the share capital
of Target Company and also directed the acquirer to pay interest @ 15% per annum to the shareholders
from August 27, 1999 till the date of actual payment of consideration for the shares to be tendered in
the offer. However, in an appeal to the Supreme Court, SC reduced the rate of interest to 10% per
annum.

Further, since the violation of Takeover Code was attributable to the Global Purchase Agreement dated
28-4-1999, the applicable provision for imposition of penalty is Section 15 H of the SEBI Act, 1992, as it
existed on the date of the impugned transaction and the maximum penalty that could be imposed was
Rs. 500000 only. Thus, SEBI imposed a penalty of 5 lacs upon Luxottica Group S.P.A for their failure
to make the timely public announcement to acquire the shares of Ray Ban Sun Optics India Limited, in
accordance with the provisions of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations,
1997.




                                                   3
21




                          M/s. Gujarat Ambuja Exports Ltd.

       Issue: Grant of exemption under Regulation 4 of SEBI (Substantial Acquisition of Shares and
       Takeover) Regulations, 1997 pursuant to buy-back of shares.

       Target Company: M/s. Gujarat Ambuja Exports Ltd.

       Acquirers: Shri Vijay Kumar Gupta, Smt. Sulochana V Gupta, Mr. Manish V Gupta, Mr. Mohit V
       Gupta, Ms. Shilpa Manish Gupta

       Regulation from which the exemption has been sought: Regulation 11(2)

       Facts: The target company proposes to buy-back its shares. The acquirers, who belong to the
       promoter group of Target Company, do not propose to offer any share in the buy-back scheme.
       Due to the said buy-back offer, the voting rights of the acquirers would increase from 63.11% to
       66.40%, in case of 100% response to the said buy-back offer. The acquirers have contended that
       since they have not acquired any single share and the increase in shareholding will not result in
       any change in control, they seek exemption from the requirement of making open offer under
       regulation 11(2).

       On the consideration of above facts SEBI noted that even in case of 100% response to the offer,
       the shareholding of acquirers will not increase beyond 66.40% which would meet the
       requirements of Listing Agreement. Thus SEBI granted the exemption from making an open
       offer.

       Decision: Exemption granted.




“The only limits are, as always, those of vision.”
                                                                   -James Broughton


                                                        4
21




                          Latest Open Offers
S.No       Target            Acquirer        Details of offer      Reason for        Intermediary
          Company                                                    offer
                                                   (No. & %)

1.     Alfa Laval India   Alfa       Laval                          Regulation       Manager to the
       Limited            Corporate AB       Offer to acquire         11(2A)             Offer
                                             upto 47, 02,500
       Regd     Office:                      fully paid equity    Acquirer already   HSBC Securities
       Mumbai                                shares of Rs. 10        holds 64.1%       and Capital
                                             each                   share capital    Markets (India)
       Paid up capital:                      representing          and desires to    Private Limited
       Rs 181,604,830                        25.89% of the         acquire 25.89%
                                             total paid up               for          Registrar to
                                             fully paid capital   Consolidation of     the Offer
                                             at a price of Rs.        holdings
                                             8.25 per share                             Sharepro
                                             payable in cash.                        Services (India)
                                                                                         Private
                                                                                        Limited.
2.       Anil Special     Mr.       Sudhir   To Acquire 13,                          Manager to the
       Steel Industries   Khaitan            57,836      equity     Regulation            Offer
          Limited.                           shares of Rs. 10/-       11(1)
                                             each                                       Chartered
       Regd     Office:                      representing           Preferential        Capital &
       Jaipur                                20.00 % of the         allotment of       Investment
                                             total paid up        10,44,753 equity       Limited
       Paid up capital:                      capital        and    shares (22.95%
       Rs 521.14 lacs                        resultant voting          of post
                                             rights at a price      preferential
                                             of Rs. 20/- per       paid up equity     Registrar to
                                             fully paid equity     share capital.      the Offer
                                             share and Rs.
                                             15/- per partly                          MCS Limited
                                             paid up equity
                                             shares,      along
                                             with interest of
                                             Rs. 3.41 per fully
                                             paid up equity




                                               5
21




                                           share and Rs.
                                           2.56 per partly
                                           paid up equity
                                           share payable in
                                           cash.




3.        Bemco       Mohta     Capital    To acquire up        Issue                Manager To
        Hydraulics    Pvt. Limited         to 2,89,340 Fully    of 8,00,000 fully     The Offer
         Limited                           Paid-Up     Equity   paid up Equity
     Regd     Office:                      Shares of Rs. 10/-   shares of face         Microsec
     Karnatka                              each,                value               Capital Limited
                                           representing         Rs.10 each of
     Paid up capital:                      in aggregate 20%     the       Target     Registrar To
     Rs. 157.27 Lacs                       of the Post Issue    Company       on      The Offer
                                           Equity Capital at    Preferential
                                           a price of Rs.       basis to certain        Adroit
                                           15.25 per share,     members of            Corporate
                                           Payable in cash.     the    Promoter      Services Pvt.
                                                                Group.                 Limited

4.       Contech        Mr.       Shyam    To acquire                                Manager To
         Software       Sunder             10,97,960 equity     Regulation 10 &       The Offer
          Limited       Tibrewal,    Mr.   shares of Rs. 10/-           12
                        Siddharth          each                  Share Purchase       Chartered
       Regd Office:     Tibrewal,          representing 20%       Agreement to       Capital And
       Ahmedabad        Mrs   Laxmidevi    of the                    acquire         Investment
                        Tibrewal    and    Voting capital of    19,19,009 Equity        Ltd.
     Paid up capital:   Mrs       Monica   TC at a price of           Shares
        Rs. 550.37      Tibrewal           Rs. 9/- per fully      representing       Registrar to
                                           paid up equity         34.78% of the       the Offer
                                           share and Re1/-         total equity
                                           per partly paid           shares.         M/s Pinnacle
                                           up equity share,                         Shares Registry
                                           payable in cash.                         Private Limited




                                             6
21




5.       Duroflex        Ms Niti N   To acquire                                Manager to the
       Engineering       Didwania     1,99,200 equity      Regulation 10           Offer
         Limited                     shares of Rs. 10/-         & 12
     Regd      Office:                      each          SPA to acquire         Chartered
     Mumbai                             representing      4,84,570     fully    Capital And
                                       20.00 % of the     paid up shares/       Investment
     Paid up capital:                   total paid up     voting      rights       Ltd.
     Rs 99, 60,000                    capital / voting    which represent
                                      share capital of    48.65% of the         Registrar to
                                     “DEL” at a price     total     issued,      the Offer
                                      of Rs. 10/- per     subscribed and
                                        fully paid up     paid-up                 Mondkar
                                       equity share/      equity/voting          Computers
                                       Voting Rights      share capital of        Pvt. Ltd
                                      payable in cash.    DEL at a price of
                                                          Rs. 2.50 per
                                                          equity      share
                                                          payable in cash.




                                       7
21




6.   Geojit Financial    BNP Paribas SA     For            the    Regulation 10      Manager to the
     Services Limited                       acquisition     of        & 12               Offer
                                            46,363,434
       Regd Office:                         Shares,                Preferential           Ambit
          Kochi                             representing 20%       allotment of         Corporate
                                            of    the     Post   56,804,870 fully    Finance Private
     Paid up capital:                       Preferential Issue    paid-up voting         Limited
     Rs.1521.86 lakhs.                      Capital of the       equity shares of
                                            Target Company,       Re.1 at a price     Registrar to
                                            at a price of          of Rs.26 per        the Offer
                                            Rs.27.50       per   equity share
                                            Share payable in           22,826,300        Mondkar
                                            cash.                warrants at a         Computers
                                                                 price of Rs.26      Private Limited
                                                                 per     Warrant,
                                                                 each     Warrant
                                                                 enabling      the
                                                                 holder of to 1
                                                                 equity share of
                                                                 Re.1 each at
                                                                 Rs.26 per equity
                                                                 share.


7.      Multiplus        Mr.      Jignesh   To acquire upto       Regulation 10      Manager to the
     Holdings Limited    Ramniklal Sheth    42,000      equity         & 12              Offer
                         and Mrs. Krishna   shares of Rs. 10/-   SPA to acquire
       Regd Office:      Jignesh Sheth      each at a price of   1,13,000    fully   Ashika Capital
         Mumbai                             Rs. 11.50 per        paid up equity         Limited
                                            share                shares being
     Paid up capital:                       representing 20%     53.81% of the        Registrar to
      Rs. 21.00 Lakhs                       of    its   voting   Voting Capital        the offer
                                            capital, payable     at a price of Rs.
                                            in cash.             11.50 per share.         Purva
                                                                                       Sharegistry
                                                                                      India Private
                                                                                        Limited.




                                              8
21




8.    M/s.      Panyam     M/s S P Y Reddy     To        acquire      Regulation 11      Manager to the
      Cements         &    & Associates        32,03,628    fully                            Offer
      Mineral Industries                       paid                  Issue         of
      Limited                                  up Equity Shares      20,90,909 Equity      Sobhagya
                                               of Rs. 10/- each      Shares of Rs.       Capital Options
        Regd Office:                           at a price of Rs.     10/- each at Rs.       Limited
         Hyderabad                             55/- per share.       55/- per
                                                                     share                Registrar to
      Paid up capital:                                               constituting          the offer
      Rs. 16,21,41,390                                               13.05 % of the
                                                                     enhanced paid       M/s XL Softech
                                                                     up equity share        Systems
                                                                     capital by way         Limited
                                                                     of preferential
                                                                     allotment

9.    Rane    Holdings           Mr. L.        To        acquire        Regulation       Manager to the
      Limited               Lakshman, Mr.      1,956,263     fully         11(1)             Offer
                             L. Ganesh, L.     paid-up     equity    Issue          of
        Regd Office:           Lakshman        shares of Rs. 10/-    1,650,000 fully       Ind Global
          Chennai              (HUF), L.       each,                 paid up               Corporate
                            Ganesh (HUF),      representing 20%      equity shares of     Finance Pvt.
      Paid up capital:         Mr Harish       of    the     fully   Rs 10/- each on          Ltd.
      Rs. 8,131,3160.          Lakshman        expanded voting       preferential
                                               equity capital at     basis                Registrar to
                                               a price of Rs         representing          the Offer
                                               192/- per share       16.87 %
                                               payable in cash.      of    the    post     Integrated
                                                                     preferential         Enterprises
                                                                     voting     equity    (India) Ltd.
                                                                     share capital of
                                                                     the        Target
                                                                     company
                                                                     for cash at a
                                                                     price of Rs 180/-
                                                                     per equity share

10.   Sanra    Software    Eyelight   Events   To         acquire     Regulation 10      Manager to the




                                                 9
21




      Limited              and Promotions    12,10,000     fully         & 12              offer
                           (India) Private   paid        equity    SPA to acquire
        Regd Office:       Limited           shares of Rs. 10/-    26,26,200 fully    Vivro Financial
          Chennai                            each,                 paid up equity         Services
                                             representing 20%      shares of Rs.      Private Limited
      Paid up capital:                       of the equity         10/-        each
       Rs.605,00,000                         share capital and     representing        Registrar to
                                             voting capital at     43.41% if the        the offer
                                             a price of Rs.        issued and paid
                                             15/- per share        up        equity       Cameo
                                             payable in cash.      capital      and     Corporate
                                                                   voting rights at      Services
                                                                   a price of Rs.        Limited
                                                                   3.50/-       per
                                                                   share, payable
                                                                   in cash.
11.   Securities Capital   Rajeshekar    S   To        acquire        Regulation      Manager to the
      Investments          Iyer              6,88,172 equity             11(1)            offer
      (India) Limited                        shares of Rs. 10/-
                                             each, at a price      Voluntary Offer.       Fedex
        Regd Office:                         of Rs. 52/- per                            Securities
          Mumbai                             share,                                      Limited
                                             representing
      Paid up capital:                       21.50% of issued                          Registrar to
      Rs.32,00,800                           capital        and                         the Issue
                                             voting rights of
                                             the         target                          Sharepro
                                             company.                                 Services (India)
                                                                                         Pvt. Ltd.

12.   SSI Limited          PVP Enterprises   To         acquire     Regulation 10     MANAGER TO
                           Private Limited   2,17,06,432 fully           & 12          THE OFFER
                                             paid up                 The Acquirer
        Regd Office:                         equity      shares    has entered into     JM Morgan
          Chennai                            (being 37.5% of            a Share       Stanley Private
                                             the         Voting        Purchase           Limited
      Paid up capital:                       Capital of             Agreement to
      Rs. 1,01,00,000                        SSI Limited, at a          acquire        Registrar to




                                              10
21




                                            price of Rs. 208         2,17,06,432          the offer
                                            per share for a         fully paid up
                                            total                   Equity shares           Cameo
                                            consideration          (the “Purchase         Corporate
                                            of            Rs.      Shares”) (being         Services
                                            451,49,37,856 in         37.5% of the          Limited
                                            cash.                  Voting Capital.

13.   Sumeru Industries   Mr. Vipul H       To acquire by             Regulation        Manager to the
            Ltd.          Raja, Ms. Sonal   tender         upto         11(1)               Offer
                           V Raja and Mr.   2,88,00,000 fully
        Regd Office:       Nandit V Raja    paid-up                Voluntary offer         Keynote
        Ahmedabad                           equity shares of                              Corporate
                                            Re.1/- each of                               Services Ltd.
                                            SIL representing
      Paid up capital:                      40% of the paid                              Registrars to
      Rs.720.00 lacs                        up equity                                     the Offer
                                            share capital, at
                                            a      price      of                          Sharepro
                                            Re.1.18) per                                Services India
                                            share payable in                              Pvt. Ltd.
                                            cash.
14.   Tebma Shipyards     India Advantage       To acquire         Regulation 10 &       Manager To
      Limited                 Fund - VI       15,55,636 fully            12               The Offer
        Regd Office:                          paid-up Equity
           Chennai                          Shares of Rs. 10/-     Allotment      on    Enam Financial
                                                each of TSL        preferential           Consultants
      Paid up capital:                       representing 20%      basis           of   Private Limited
       Rs. 77.78 mn.                               of the          25,66,800
                                                outstanding        equity shares of      Registrar to
                                               voting equity       Rs. 10/- each at       the offer
                                               share capital         a price of Rs.
                                            (post Preferential       233.75/- per           Cameo
                                             Issue) of TSL, at           share            Corporate
                                               a price of Rs.        accompanied           Services
                                                  233.75               with SPA.           Limited
                                            per fully paid-up
                                            Equity        Share




                                             11
21




                                             payable in cash.



15.      Wellworth        Mr.      Sandeep   To acquire from                           Manager to the
         Securities       Jhaveri & Mrs.     them          upto      Regulation            Offer
          Limited         Rajul S. Jhaveri   6,15,000      fully       11(2)
      (Letter of Offer)                      paid-up     Equity                         VC Corporate
                                             Shares of Rs.10/      SPA to acquire          Advisors
                                             each,                 in     aggregate    Private Limited
                                             representing 20%      1,75,000     (One
        Regd Office:                         of the fully paid-    Lakh     Seventy     Registrar to
          Kolkata                            up equity and         Five Thousand)        the Offer
                                             voting       share    fully     paid-up
      Paid up capital:                       capital at a price    equity shares of        Niche
      Rs.3, 07,50,000/-                      of    Rs5/-    per    Rs. 10/- each        Technologies
                                             share payable in      representing           Pvt Ltd.
                                             cash.                 5.69% of the
                                                                   total fully paid-
                                                                   up equity and
                                                                   voting      share
                                                                   capital of WSL
                                                                   at a price of
                                                                   Rs.3/- per fully
                                                                   paid
                                                                   up equity share
                                                                   payable in cash.




                                              12
21




                                REGULAR SECTION

                 OFFER PRICE – FREQUENTLY & INFREQUENTLY TRADED SHARES

This concept of frequently and infrequently traded shares is used in case of offer price i.e. price
                                       to be paid to the shareholders of the Target Company at the
                                       time of public offer.

                                       The regulations have divided the shares to be acquired into
                                       two heads

                                          a.1.     Infrequently traded shares

                                          a.2.     Frequently traded shares

MEANING OF INFREQUENTLY TRADED SHARES:

The infrequently traded shares are those where the annualized trading turnover of the shares of
target company during the preceding six months in which the public announcement is made is less
than five per cent of the listed shares (in number). It is further clarified that the weighted number
of shares listed during the said six months period can be taken.

However, if the shares have been listed for less than 6 months, the trading turnover is to be taken
with reference to actual number of days for which the shares have been listed.

Example:

Mr. X is giving the public announcement in the month of January to acquire the shares of M/s XYZ
Ltd

Listed Capital of Target company (1)        100, 00,000 shares of Rs 10/- each

Weighted number of shares traded            80,000 shares
during June to December (2)




                                                   13
21




Annualized trading turnover for the six     160,000
months (80,000 * 2) (3)

5% of listed capital (4)                    5,00,000

On comparing the figures calculated in Col (3) & Col (4), it is clear that annualized trading
turnover is less than the 5% of the listed capital of the Company.

Thus, the shares of the Target company are infrequently traded.



Factors for determining Price in case of infrequently traded

The merchant banker and the acquirer have to take the highest of the following to determine the
price to be paid to the shareholders of the Target company:-



a) Negotiated price paid by the acquirer under regulation 14(1) i.e. the price paid by the
     acquirer to the seller under share purchase agreement or memorandum of understanding
     entered with the seller.

b) The highest price paid by the acquirer or persons acting in concert in consideration of shares
     of target company acquired during 26 weeks prior to public announcement. The acquisition
     here can be by any mode including the preferential issue, right issue & public issue.

c) Also, the price can be determined on the basis of following:-

        a. Return on Net Worth

        b. Book value of share of Target company

        c. Earning per share

        d. Price earning multiple vis –a- vis the industry average.




                                                 14
21




Also, the Securities & Exchange Board of India may also require the valuation of such shares by
Independent merchant banker who is not a manager to the offer or by a chartered accountant who
has got the standing of minimum 10 years or from a public financial institution.



However, as per current practice if no price is available, the judgment of Supreme Court in
Hindustan Lever Limited is used to calculate the price of the share. The Supreme Court in the
mentioned case has provided the weights to different parameters to calculate the price:


The fair value of listed company could be assessed on the basis of weights:
                      Method                    Price per         Assigned         Product (3)
                                                share (1)       Weights (2)          (1) X (2)
1.   Net Assets Value                                                 1

2.   Profit Earning capacity value                                    2
3.   Market value                                                     2
            Total (Column 3)
     Per share value (in Rs)
     (Col 3 total/ Col 2 total)


MEANING OF FREQUENTLY TRADED SHARES

Those which are not infrequently traded shares are considered as frequently traded shares i.e.
where the annualized trading turnover of the shares of target company during the preceding six
months in which the public announcement is made is more than five per cent of the listed shares




                                                15
21




 (in number). It is further clarified that the weighted number of shares listed during the said six
months period can be taken.

Factors for determining price

     a. The highest price paid by the acquirer or persons acting in concert in consideration of
        shares of target company acquired during 26 weeks prior to public announcement. The
        acquisition here can be by any mode including the preferential issue, right issue & public
        issue.

     b. Highest of the following

            a. Average of the weekly high & low of the closing price of the shares of the target
                 company as quoted on the stock exchange where the shares of the company are
                 most frequently traded during the preceding 26 weeks of the date of public
                 announcement

            b. Average of the weekly high & low of price of shares of the       target company as
                 quoted on the stock exchange where the shares of the company are most
                 frequently traded during the preceding 2 weeks of the date of public
                 announcement

The highest price may be adjusted for quotations, if any on cum-rights or cum-bonus or cum-
dividend basis during the mentioned period of 26 weeks, if it is apprehended that such corporate
actions affect the price otherwise in normal scenario.



However, in case acquirer acquires shares in the open market or through negotiations after the
public announcement at a price higher than the offer price stated in letter of offer, in such case
acquisition shall be at the highest price paid by the acquirer acquired through open market or
through negotiations.




                                                16
21




                                      CASE STUDY

                          GRASIM TO ACQUIRE L&T’S CEMENT BUSINESS

                                          Background

Grasim Ltd., a company under the Aditya Birla group, entered L&T Ltd. by purchasing from
Reliance Industries Limited its 10.05% stake by paying an entry premium of Rs. 306 per share.
Thereafter, through creeping acquisition route Grasim shareholding reached about 15%. Grasim
Ltd. then made an open offer to acquire 20% of L&T Ltd. at an offer price of Rs. 190 per share.

L&T’s management found this valuation too low and approached FIs to frustrate this attempt.
Although Grasim Ltd. was claiming this deal as a strategic investment, but the underlying purpose
was to takeover the cement business of L&T Ltd.

                                Fight for the Cement Business:

L&T Cement business was valued at $80 per tonne. L&T Ltd. was endeavoring to hive off the
cement division to a strategic partner(CDC), thereby charging a strategic premium for the
shareholder of L&T Ltd. For the purpose of demerger, a number of proposals were envisaged. A
comparative analysis of all these proposals is as under:

             L&T             Strategic       Grasim’s Vertical         Grasim’s Demerger
             Structured      Partner’s       Proposal I                Proposal II
             Demerger        (CDC)
             Proposal        Proposal

 Existing     Grasim–14.5%   Grasim–14.5%    Grasim–14.5%              Grasim–14.5%
 Capital     LIC & UTI-27%   LIC & UTI-27%   LIC & UTI-27%             LIC & UTI-27%
 Structure   Other           Other           Other Institutional       Other Institutional
             Institutional   Institutional   Investors-18%             Investors-18%
             Investors-18%   Investors-18%   Public-60.5%              Public-60.5%
             Public-60.5%    Public-60.5%
 Proposed    L&T Ltd-70%     L&T Ltd-75%     Grasim–14.5%              L&T Ltd-60%
 Plan        Shareholders    Shareholders    LIC & UTI-27%             Shareholders of L&T
 (Stage I)   of L&T Ltd.-    of L&T Ltd.-    Other Institutional       Ltd.-40%
             30%             25%             Investors-18%             (including 5.8% of
             (including      (including      Public-60.5%              Grasim Ltd.)




                                               17
21




              4.35% of          3.625% of
              Grasim Ltd.)      Grasim Ltd.)
 Strategic    L&T Ltd-70%       (Through         No strategic sale, since   L&T Ltd-15%%
 Sale         Shareholders      Competitve       L&T Ltd. does not hold     Shareholders of L&T
 after        of L&T Ltd.-      Bidding)         any share in L&T           Ltd.-60%
 Demerge      24%               L&T Ltd-         Cement Ltd.                Grasim Ltd.-25%
 r            Strategic         27.5%%
 (Stage II)   Investor-6%       Shareholders
                                of L&T Ltd.-
                                25%
                                Grasim Ltd.-
                                47.5%

                                (If Grasim Ltd
                                succeeds in
                                competitive
                                bidding, its
                                total
                                shareholding
                                will reach
                                beyond 51%).

 Open         Change in         Open offer to    Open offer to acquire      Open offer to acquire
 Offer        control is not    acquire 20% at   36% at Market Price.       20% at Market Price.
 (Stage       possible, since   $100-105 per
 III)         L&T Ltd. has      tonne.
              held 70% with
              itself.
 Maximu       10.35%            71.125%          50.5%                      50.8%
 m                              (3.625+47.5+2                               (5.8+25+20)
 sharehol                       0)
 ding of
 Grasim
 Ltd.
 after
 demerge
 r
 Strategic    No                L&T Ltd can      No                         Strategic Premium for
 Premium                        get strategic                               25% shareholding.




                                                 18
21




                               premium for
                               47.5% of
                               sharehoding
  Positive    No change in     Maximum         Low cost to Grasim Ltd.   Strategic Premium for
  features    control          strategic                                 25% shareholding
                               premium to
                               the
                               shareholders
                               of L&T Ltd
  Negative    Acquisition of   Grasim Ltd’s    No strategic premium to   Less premium for the
  features    control by       shareholding    the shareholders of L&T   shareholders of L&T
              Grasim Ltd. is   will reach to   Ltd                       Ltd
              not possible     71.125%




                                    The Final Deal:
Existing Capital Structure

               L&T Ltd.                                                  (Stage I)


               Grasim–14.5%                                         L&T Ltd-20%
              LIC & UTI-27%                                 Shareholders of L&T Ltd.-80%
     Other Institutional Investors-18%                    (including 12.6% of Grasim Ltd.)
               Public-60.5%




        Open offer of 30% (Stage III)                         Strategic Sale (Stage II)

           L&T Ltd-11.5%%                                        L&T Ltd-11.5%%
     Shareholders of L&T Ltd.-50%                          Shareholders of L&T Ltd.-80%
          Grasim Ltd.-38.5%                                      Grasim Ltd.-8.5%

         (Total shareholding of                               (Total shareholding of
            Grasim=51.1%)                                        Grasim=21.1%)




                                               19
21




                                   MARKET UPDATE
         Nuance acquires Focus Infomatics, Accelerates Delivery of Speech Services to Automate
         Healthcare Transcription

Focus Infomatics one of the leading healthcare transcription solutions company has been acquired by Nuance
Communications Inc. (NASDAQ: NUAN). Focus Infomatics is one of the most respected speech recognition services
organizations in healthcare, serving some of the U.S.’s largest healthcare organizations.

         Encora Group and Meritos Technologies announce merger agreement

Encora Inc, a global product engineering services firm and Meritos, a Bangalore-based software development firm,
have merged to expand their combined operations in the Indian sub-continent and create an emerging leader in
Outsourced Product Development (OPD). The combined entity will be known as Encora, and will focus on providing
end to end product development services for independent software vendors (ISVs).Avendus Advisors was the
strategic and financial advisor for this deal.

         Second Foundation Inc. acquired by Fidelity National Information Services

Offshore global information technology services provider Second Foundation has been acquired by Fidelity
National Information Services.

         Essar acquires leading collections BPO Company Global Vantedge

Essar Global announced that it has acquired Global Vantedge, a BPO company Owned by ChrysCapital. Global
Vantedge is the leader in Collections and Accounts Receivable Management Services in India. Essar has a presence
in BPO through its wholly owned subsidiary, Aegis BPO.



                                 HINT OF THE MONTH
     The provisions of SEBI (Substantial Acquisition of Shares & Takeover) Regulations,
     1997 will apply to warrants only in case of conversion of warrants into equity shares.
      & the law relating to same would be that of the law as applicable on the date of
      conversion of warrants into equity shares.




                                                      20
21




                      INTERMEDIARY SEARCH

 S.no                        Particulars                       Contact Details


     1.   ARYAMAN FINANCIAL SERVICES LTD                    401 CHIRANJEEV TOWERS
                                                                43 NEHRU PLACE
                                                              NEW DELHI -110 019

     2.   BIGSHARE SERVICES PVT. LTD.                     E/2, ANSA INDUSTRIAL ESTATE,
                                                       SAKIVIHAR ROAD, SAKI NAKA, ANDHERI
                                                                 (EAST), BOMBAY
                                                               Maharashtra- 400072




                                   For any clarification:
                                 Preeti Arora Neha Pruthi
                                No: 9891151964,9818188454
               preeti.arora@takeovercode.com, neha.pruthi@takeovercode.com




                                           21

More Related Content

What's hot

Takeover panorama febrary 2007 2007-02-01
Takeover panorama  febrary 2007 2007-02-01Takeover panorama  febrary 2007 2007-02-01
Takeover panorama febrary 2007 2007-02-01Corporate Professionals
 
Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...
Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...
Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...Corporate Professionals
 
Takeover panorama august issue - volume xxiii - 2008-08-07
Takeover panorama   august issue - volume xxiii - 2008-08-07Takeover panorama   august issue - volume xxiii - 2008-08-07
Takeover panorama august issue - volume xxiii - 2008-08-07Corporate Professionals
 
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...Corporate Professionals
 
Banking Regulation Act, 1949
Banking Regulation Act, 1949Banking Regulation Act, 1949
Banking Regulation Act, 1949Rahul Sir
 
provisions and restrictions of buy back of shares
provisions and restrictions of buy back of sharesprovisions and restrictions of buy back of shares
provisions and restrictions of buy back of sharessangeeta saini
 
Takeover panorama august issue year iii vol viii - 200-08-13
Takeover panorama august issue  year iii vol viii - 200-08-13Takeover panorama august issue  year iii vol viii - 200-08-13
Takeover panorama august issue year iii vol viii - 200-08-13Corporate Professionals
 
SEBI (Share Based Employee Benefits) Regulations, 2014
SEBI (Share Based Employee Benefits) Regulations, 2014SEBI (Share Based Employee Benefits) Regulations, 2014
SEBI (Share Based Employee Benefits) Regulations, 2014Mmjc Advisory
 

What's hot (18)

Takeover panorama febrary 2007 2007-02-01
Takeover panorama  febrary 2007 2007-02-01Takeover panorama  febrary 2007 2007-02-01
Takeover panorama febrary 2007 2007-02-01
 
Takeover Panorama April 2013
Takeover Panorama April 2013Takeover Panorama April 2013
Takeover Panorama April 2013
 
Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...
Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...
Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...
 
Takeover panorama august issue - volume xxiii - 2008-08-07
Takeover panorama   august issue - volume xxiii - 2008-08-07Takeover panorama   august issue - volume xxiii - 2008-08-07
Takeover panorama august issue - volume xxiii - 2008-08-07
 
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...
 
Takeover panorama march 2012
Takeover panorama march 2012Takeover panorama march 2012
Takeover panorama march 2012
 
Investor focus
Investor focusInvestor focus
Investor focus
 
Raj
RajRaj
Raj
 
Banking Regulation Act, 1949
Banking Regulation Act, 1949Banking Regulation Act, 1949
Banking Regulation Act, 1949
 
Takeover Panorama August 2011
Takeover Panorama August 2011Takeover Panorama August 2011
Takeover Panorama August 2011
 
provisions and restrictions of buy back of shares
provisions and restrictions of buy back of sharesprovisions and restrictions of buy back of shares
provisions and restrictions of buy back of shares
 
Takeover panorama august issue year iii vol viii - 200-08-13
Takeover panorama august issue  year iii vol viii - 200-08-13Takeover panorama august issue  year iii vol viii - 200-08-13
Takeover panorama august issue year iii vol viii - 200-08-13
 
Takeover Panorama November 2012
Takeover Panorama November 2012Takeover Panorama November 2012
Takeover Panorama November 2012
 
Share capital
Share capitalShare capital
Share capital
 
Takeover Panorama September 2012
Takeover Panorama September 2012Takeover Panorama September 2012
Takeover Panorama September 2012
 
Takeover Panorama June 2010
Takeover Panorama June 2010Takeover Panorama June 2010
Takeover Panorama June 2010
 
SEBI (Share Based Employee Benefits) Regulations, 2014
SEBI (Share Based Employee Benefits) Regulations, 2014SEBI (Share Based Employee Benefits) Regulations, 2014
SEBI (Share Based Employee Benefits) Regulations, 2014
 
Fema update 4
Fema update 4Fema update 4
Fema update 4
 

Viewers also liked

Form adv part2 a
Form adv part2 aForm adv part2 a
Form adv part2 akbasset
 
America central
America centralAmerica central
America centrallestbarfc
 
Canadian-Bulgarian Business Directory 2011
Canadian-Bulgarian Business Directory 2011Canadian-Bulgarian Business Directory 2011
Canadian-Bulgarian Business Directory 2011nocommentfactory
 
Culturas de méxico actuales
Culturas de méxico actualesCulturas de méxico actuales
Culturas de méxico actualesbreiktor
 
Exposicion supramodernismo asia
Exposicion supramodernismo asiaExposicion supramodernismo asia
Exposicion supramodernismo asiaalmojomojo
 
1. el pueblo pipil y su lengua
1. el pueblo pipil y su lengua1. el pueblo pipil y su lengua
1. el pueblo pipil y su lenguaDavisisito
 

Viewers also liked (9)

Cbbd 2011 pg46r
Cbbd 2011 pg46rCbbd 2011 pg46r
Cbbd 2011 pg46r
 
IZ Workshop 2014: B1 affirmative fair marketing natick
IZ Workshop 2014: B1 affirmative fair marketing natick IZ Workshop 2014: B1 affirmative fair marketing natick
IZ Workshop 2014: B1 affirmative fair marketing natick
 
Form adv part2 a
Form adv part2 aForm adv part2 a
Form adv part2 a
 
America central
America centralAmerica central
America central
 
Canadian-Bulgarian Business Directory 2011
Canadian-Bulgarian Business Directory 2011Canadian-Bulgarian Business Directory 2011
Canadian-Bulgarian Business Directory 2011
 
Lengua Nahuatl
Lengua NahuatlLengua Nahuatl
Lengua Nahuatl
 
Culturas de méxico actuales
Culturas de méxico actualesCulturas de méxico actuales
Culturas de méxico actuales
 
Exposicion supramodernismo asia
Exposicion supramodernismo asiaExposicion supramodernismo asia
Exposicion supramodernismo asia
 
1. el pueblo pipil y su lengua
1. el pueblo pipil y su lengua1. el pueblo pipil y su lengua
1. el pueblo pipil y su lengua
 

Similar to Takeover panorama april 2007 2007-04-01

Takeover panorama january 2008 - vol. xvi - 2008-01-04
Takeover panorama   january 2008 - vol. xvi - 2008-01-04Takeover panorama   january 2008 - vol. xvi - 2008-01-04
Takeover panorama january 2008 - vol. xvi - 2008-01-04Corporate Professionals
 
Takeover panorama february issue vol xvii - 2008-02-14
Takeover panorama   february issue  vol xvii - 2008-02-14Takeover panorama   february issue  vol xvii - 2008-02-14
Takeover panorama february issue vol xvii - 2008-02-14Corporate Professionals
 
Takeover panorama march issue- vol xviii - 2008-03-10
Takeover panorama   march issue- vol xviii - 2008-03-10Takeover panorama   march issue- vol xviii - 2008-03-10
Takeover panorama march issue- vol xviii - 2008-03-10Corporate Professionals
 
Takeover panorama february issue volume xxix - 2009-02-13
Takeover panorama february issue volume xxix - 2009-02-13Takeover panorama february issue volume xxix - 2009-02-13
Takeover panorama february issue volume xxix - 2009-02-13Corporate Professionals
 
Takeover panorama august issue - volume xxiii - 2008-08-07
Takeover panorama   august issue - volume xxiii - 2008-08-07Takeover panorama   august issue - volume xxiii - 2008-08-07
Takeover panorama august issue - volume xxiii - 2008-08-07Corporate Professionals
 
Takeover panorama september issue-volume xxiv - 2008-09-12
Takeover panorama september issue-volume xxiv - 2008-09-12Takeover panorama september issue-volume xxiv - 2008-09-12
Takeover panorama september issue-volume xxiv - 2008-09-12Corporate Professionals
 
Takeover panorama december issue volume xxvii - 2008-12-13
Takeover panorama december issue volume xxvii - 2008-12-13Takeover panorama december issue volume xxvii - 2008-12-13
Takeover panorama december issue volume xxvii - 2008-12-13Corporate Professionals
 
Takeover panorama july issue year iii vol vii - 2009-07-10
Takeover panorama july issue  year iii vol vii - 2009-07-10Takeover panorama july issue  year iii vol vii - 2009-07-10
Takeover panorama july issue year iii vol vii - 2009-07-10Corporate Professionals
 
Takeover panorama january 2007 2007-01-01
Takeover panorama  january 2007   2007-01-01Takeover panorama  january 2007   2007-01-01
Takeover panorama january 2007 2007-01-01Corporate Professionals
 
Takeover panorama october issue year iii vol x - 2009-10-14
Takeover panorama october issue  year iii vol x - 2009-10-14Takeover panorama october issue  year iii vol x - 2009-10-14
Takeover panorama october issue year iii vol x - 2009-10-14Corporate Professionals
 

Similar to Takeover panorama april 2007 2007-04-01 (20)

Takeover panorama january 2008 - vol. xvi - 2008-01-04
Takeover panorama   january 2008 - vol. xvi - 2008-01-04Takeover panorama   january 2008 - vol. xvi - 2008-01-04
Takeover panorama january 2008 - vol. xvi - 2008-01-04
 
Takeover panorama february issue vol xvii - 2008-02-14
Takeover panorama   february issue  vol xvii - 2008-02-14Takeover panorama   february issue  vol xvii - 2008-02-14
Takeover panorama february issue vol xvii - 2008-02-14
 
Takeover panorama march 2007 2007-03-01
Takeover panorama  march 2007   2007-03-01Takeover panorama  march 2007   2007-03-01
Takeover panorama march 2007 2007-03-01
 
Takeover Panorama May 2010
Takeover Panorama May 2010Takeover Panorama May 2010
Takeover Panorama May 2010
 
Takeover Panorama August 2011
Takeover Panorama August 2011Takeover Panorama August 2011
Takeover Panorama August 2011
 
Takeover panorama march issue- vol xviii - 2008-03-10
Takeover panorama   march issue- vol xviii - 2008-03-10Takeover panorama   march issue- vol xviii - 2008-03-10
Takeover panorama march issue- vol xviii - 2008-03-10
 
Takeover panorama february issue volume xxix - 2009-02-13
Takeover panorama february issue volume xxix - 2009-02-13Takeover panorama february issue volume xxix - 2009-02-13
Takeover panorama february issue volume xxix - 2009-02-13
 
Takeover panorama august issue - volume xxiii - 2008-08-07
Takeover panorama   august issue - volume xxiii - 2008-08-07Takeover panorama   august issue - volume xxiii - 2008-08-07
Takeover panorama august issue - volume xxiii - 2008-08-07
 
Takeover panorama september issue-volume xxiv - 2008-09-12
Takeover panorama september issue-volume xxiv - 2008-09-12Takeover panorama september issue-volume xxiv - 2008-09-12
Takeover panorama september issue-volume xxiv - 2008-09-12
 
Takeover Panorama April 2012
Takeover Panorama April 2012Takeover Panorama April 2012
Takeover Panorama April 2012
 
Takeover panorama december issue volume xxvii - 2008-12-13
Takeover panorama december issue volume xxvii - 2008-12-13Takeover panorama december issue volume xxvii - 2008-12-13
Takeover panorama december issue volume xxvii - 2008-12-13
 
Takeover Panorama October 2012
Takeover Panorama October 2012Takeover Panorama October 2012
Takeover Panorama October 2012
 
Takeover Panorama July 2010
Takeover Panorama July 2010Takeover Panorama July 2010
Takeover Panorama July 2010
 
Takeover panorama july issue year iii vol vii - 2009-07-10
Takeover panorama july issue  year iii vol vii - 2009-07-10Takeover panorama july issue  year iii vol vii - 2009-07-10
Takeover panorama july issue year iii vol vii - 2009-07-10
 
Takeover panorama january 2007 2007-01-01
Takeover panorama  january 2007   2007-01-01Takeover panorama  january 2007   2007-01-01
Takeover panorama january 2007 2007-01-01
 
Takeover panorama october issue year iii vol x - 2009-10-14
Takeover panorama october issue  year iii vol x - 2009-10-14Takeover panorama october issue  year iii vol x - 2009-10-14
Takeover panorama october issue year iii vol x - 2009-10-14
 
Takeover Panorama August 2012
Takeover Panorama August 2012Takeover Panorama August 2012
Takeover Panorama August 2012
 
Takeover Panorama Mar 2010
Takeover Panorama Mar 2010Takeover Panorama Mar 2010
Takeover Panorama Mar 2010
 
Takeover Panorama Aug2010
Takeover Panorama Aug2010Takeover Panorama Aug2010
Takeover Panorama Aug2010
 
Takeover Panorama Aug 2010
Takeover Panorama Aug 2010Takeover Panorama Aug 2010
Takeover Panorama Aug 2010
 

More from Corporate Professionals

Fund Raising a ladder for Corporate Growth
Fund Raising a ladder for Corporate GrowthFund Raising a ladder for Corporate Growth
Fund Raising a ladder for Corporate GrowthCorporate Professionals
 
Corporate Governance - Realities and Emerging Scenario
Corporate Governance - Realities and Emerging ScenarioCorporate Governance - Realities and Emerging Scenario
Corporate Governance - Realities and Emerging ScenarioCorporate Professionals
 
Corporate Restructuring Takeover, Buy Back & Delisting
Corporate Restructuring Takeover, Buy Back & DelistingCorporate Restructuring Takeover, Buy Back & Delisting
Corporate Restructuring Takeover, Buy Back & DelistingCorporate Professionals
 
Corporate Governance through the eyes of Secretarial Standards
Corporate Governance through the eyes of Secretarial StandardsCorporate Governance through the eyes of Secretarial Standards
Corporate Governance through the eyes of Secretarial StandardsCorporate Professionals
 
Business Valuation in India & Emerging Opportunities
Business Valuation in India & Emerging OpportunitiesBusiness Valuation in India & Emerging Opportunities
Business Valuation in India & Emerging OpportunitiesCorporate Professionals
 
Business Valuation: Overview & Key Issues
Business Valuation: Overview & Key Issues Business Valuation: Overview & Key Issues
Business Valuation: Overview & Key Issues Corporate Professionals
 
Regulatory Valuations in India & Emerging Opportunities
Regulatory Valuations in India & Emerging OpportunitiesRegulatory Valuations in India & Emerging Opportunities
Regulatory Valuations in India & Emerging OpportunitiesCorporate Professionals
 
Relative Valuation - Techniques & Application
Relative Valuation - Techniques & ApplicationRelative Valuation - Techniques & Application
Relative Valuation - Techniques & ApplicationCorporate Professionals
 
Valuation Principles & Techniques in Ind AS
Valuation Principles & Techniques in Ind ASValuation Principles & Techniques in Ind AS
Valuation Principles & Techniques in Ind ASCorporate Professionals
 
Valuation aspects in Foreign Direct Investment and India Competitiveness
Valuation aspects in Foreign Direct Investment and India CompetitivenessValuation aspects in Foreign Direct Investment and India Competitiveness
Valuation aspects in Foreign Direct Investment and India CompetitivenessCorporate Professionals
 
New SEBI Insider Trading Regulations 2015
New SEBI Insider Trading Regulations 2015New SEBI Insider Trading Regulations 2015
New SEBI Insider Trading Regulations 2015Corporate Professionals
 
Union budget 2015 Investment Environment and Tax Aspects
Union budget 2015 Investment Environment and Tax AspectsUnion budget 2015 Investment Environment and Tax Aspects
Union budget 2015 Investment Environment and Tax AspectsCorporate Professionals
 
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Corporate Professionals
 

More from Corporate Professionals (20)

Mergers & Acquisitions
Mergers & AcquisitionsMergers & Acquisitions
Mergers & Acquisitions
 
ESOPs LEGAL & PROCEDURAL ASPECTS
ESOPs LEGAL & PROCEDURAL ASPECTSESOPs LEGAL & PROCEDURAL ASPECTS
ESOPs LEGAL & PROCEDURAL ASPECTS
 
Fund Raising a ladder for Corporate Growth
Fund Raising a ladder for Corporate GrowthFund Raising a ladder for Corporate Growth
Fund Raising a ladder for Corporate Growth
 
Corporate Governance - Realities and Emerging Scenario
Corporate Governance - Realities and Emerging ScenarioCorporate Governance - Realities and Emerging Scenario
Corporate Governance - Realities and Emerging Scenario
 
Corporate Restructuring Takeover, Buy Back & Delisting
Corporate Restructuring Takeover, Buy Back & DelistingCorporate Restructuring Takeover, Buy Back & Delisting
Corporate Restructuring Takeover, Buy Back & Delisting
 
Mergers & Acquisitions
Mergers & AcquisitionsMergers & Acquisitions
Mergers & Acquisitions
 
M&A Under the New Company Law Regime
M&A Under the New Company Law RegimeM&A Under the New Company Law Regime
M&A Under the New Company Law Regime
 
Corporate Governance through the eyes of Secretarial Standards
Corporate Governance through the eyes of Secretarial StandardsCorporate Governance through the eyes of Secretarial Standards
Corporate Governance through the eyes of Secretarial Standards
 
Business Valuation in India & Emerging Opportunities
Business Valuation in India & Emerging OpportunitiesBusiness Valuation in India & Emerging Opportunities
Business Valuation in India & Emerging Opportunities
 
Business Valuation: Overview & Key Issues
Business Valuation: Overview & Key Issues Business Valuation: Overview & Key Issues
Business Valuation: Overview & Key Issues
 
Regulatory Valuations in India & Emerging Opportunities
Regulatory Valuations in India & Emerging OpportunitiesRegulatory Valuations in India & Emerging Opportunities
Regulatory Valuations in India & Emerging Opportunities
 
M&A Valuation and challenges
M&A Valuation and challengesM&A Valuation and challenges
M&A Valuation and challenges
 
Relative Valuation - Techniques & Application
Relative Valuation - Techniques & ApplicationRelative Valuation - Techniques & Application
Relative Valuation - Techniques & Application
 
Valuation Principles & Techniques in Ind AS
Valuation Principles & Techniques in Ind ASValuation Principles & Techniques in Ind AS
Valuation Principles & Techniques in Ind AS
 
Insolvency & Bankruptcy Code, 2016
Insolvency & Bankruptcy Code, 2016Insolvency & Bankruptcy Code, 2016
Insolvency & Bankruptcy Code, 2016
 
Valuation aspects in Foreign Direct Investment and India Competitiveness
Valuation aspects in Foreign Direct Investment and India CompetitivenessValuation aspects in Foreign Direct Investment and India Competitiveness
Valuation aspects in Foreign Direct Investment and India Competitiveness
 
Valuation & Financial Reorganisation
Valuation & Financial ReorganisationValuation & Financial Reorganisation
Valuation & Financial Reorganisation
 
New SEBI Insider Trading Regulations 2015
New SEBI Insider Trading Regulations 2015New SEBI Insider Trading Regulations 2015
New SEBI Insider Trading Regulations 2015
 
Union budget 2015 Investment Environment and Tax Aspects
Union budget 2015 Investment Environment and Tax AspectsUnion budget 2015 Investment Environment and Tax Aspects
Union budget 2015 Investment Environment and Tax Aspects
 
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...
 

Recently uploaded

The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...Aggregage
 
Organizational Transformation Lead with Culture
Organizational Transformation Lead with CultureOrganizational Transformation Lead with Culture
Organizational Transformation Lead with CultureSeta Wicaksana
 
Value Proposition canvas- Customer needs and pains
Value Proposition canvas- Customer needs and painsValue Proposition canvas- Customer needs and pains
Value Proposition canvas- Customer needs and painsP&CO
 
Russian Call Girls In Rajiv Chowk Gurgaon ❤️8448577510 ⊹Best Escorts Service ...
Russian Call Girls In Rajiv Chowk Gurgaon ❤️8448577510 ⊹Best Escorts Service ...Russian Call Girls In Rajiv Chowk Gurgaon ❤️8448577510 ⊹Best Escorts Service ...
Russian Call Girls In Rajiv Chowk Gurgaon ❤️8448577510 ⊹Best Escorts Service ...lizamodels9
 
Call Girls From Raj Nagar Extension Ghaziabad❤️8448577510 ⊹Best Escorts Servi...
Call Girls From Raj Nagar Extension Ghaziabad❤️8448577510 ⊹Best Escorts Servi...Call Girls From Raj Nagar Extension Ghaziabad❤️8448577510 ⊹Best Escorts Servi...
Call Girls From Raj Nagar Extension Ghaziabad❤️8448577510 ⊹Best Escorts Servi...lizamodels9
 
SEO Case Study: How I Increased SEO Traffic & Ranking by 50-60% in 6 Months
SEO Case Study: How I Increased SEO Traffic & Ranking by 50-60%  in 6 MonthsSEO Case Study: How I Increased SEO Traffic & Ranking by 50-60%  in 6 Months
SEO Case Study: How I Increased SEO Traffic & Ranking by 50-60% in 6 MonthsIndeedSEO
 
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...amitlee9823
 
BAGALUR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
BAGALUR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRLBAGALUR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
BAGALUR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRLkapoorjyoti4444
 
Uneak White's Personal Brand Exploration Presentation
Uneak White's Personal Brand Exploration PresentationUneak White's Personal Brand Exploration Presentation
Uneak White's Personal Brand Exploration Presentationuneakwhite
 
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876dlhescort
 
FULL ENJOY Call Girls In Mahipalpur Delhi Contact Us 8377877756
FULL ENJOY Call Girls In Mahipalpur Delhi Contact Us 8377877756FULL ENJOY Call Girls In Mahipalpur Delhi Contact Us 8377877756
FULL ENJOY Call Girls In Mahipalpur Delhi Contact Us 8377877756dollysharma2066
 
Business Model Canvas (BMC)- A new venture concept
Business Model Canvas (BMC)-  A new venture conceptBusiness Model Canvas (BMC)-  A new venture concept
Business Model Canvas (BMC)- A new venture conceptP&CO
 
Eluru Call Girls Service ☎ ️93326-06886 ❤️‍🔥 Enjoy 24/7 Escort Service
Eluru Call Girls Service ☎ ️93326-06886 ❤️‍🔥 Enjoy 24/7 Escort ServiceEluru Call Girls Service ☎ ️93326-06886 ❤️‍🔥 Enjoy 24/7 Escort Service
Eluru Call Girls Service ☎ ️93326-06886 ❤️‍🔥 Enjoy 24/7 Escort ServiceDamini Dixit
 
Unveiling Falcon Invoice Discounting: Leading the Way as India's Premier Bill...
Unveiling Falcon Invoice Discounting: Leading the Way as India's Premier Bill...Unveiling Falcon Invoice Discounting: Leading the Way as India's Premier Bill...
Unveiling Falcon Invoice Discounting: Leading the Way as India's Premier Bill...Falcon Invoice Discounting
 
Famous Olympic Siblings from the 21st Century
Famous Olympic Siblings from the 21st CenturyFamous Olympic Siblings from the 21st Century
Famous Olympic Siblings from the 21st Centuryrwgiffor
 
👉Chandigarh Call Girls 👉9878799926👉Just Call👉Chandigarh Call Girl In Chandiga...
👉Chandigarh Call Girls 👉9878799926👉Just Call👉Chandigarh Call Girl In Chandiga...👉Chandigarh Call Girls 👉9878799926👉Just Call👉Chandigarh Call Girl In Chandiga...
👉Chandigarh Call Girls 👉9878799926👉Just Call👉Chandigarh Call Girl In Chandiga...rajveerescorts2022
 
Call Girls Kengeri Satellite Town Just Call 👗 7737669865 👗 Top Class Call Gir...
Call Girls Kengeri Satellite Town Just Call 👗 7737669865 👗 Top Class Call Gir...Call Girls Kengeri Satellite Town Just Call 👗 7737669865 👗 Top Class Call Gir...
Call Girls Kengeri Satellite Town Just Call 👗 7737669865 👗 Top Class Call Gir...amitlee9823
 
Call Girls Hebbal Just Call 👗 7737669865 👗 Top Class Call Girl Service Bangalore
Call Girls Hebbal Just Call 👗 7737669865 👗 Top Class Call Girl Service BangaloreCall Girls Hebbal Just Call 👗 7737669865 👗 Top Class Call Girl Service Bangalore
Call Girls Hebbal Just Call 👗 7737669865 👗 Top Class Call Girl Service Bangaloreamitlee9823
 

Recently uploaded (20)

The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
The Path to Product Excellence: Avoiding Common Pitfalls and Enhancing Commun...
 
Organizational Transformation Lead with Culture
Organizational Transformation Lead with CultureOrganizational Transformation Lead with Culture
Organizational Transformation Lead with Culture
 
Value Proposition canvas- Customer needs and pains
Value Proposition canvas- Customer needs and painsValue Proposition canvas- Customer needs and pains
Value Proposition canvas- Customer needs and pains
 
Russian Call Girls In Rajiv Chowk Gurgaon ❤️8448577510 ⊹Best Escorts Service ...
Russian Call Girls In Rajiv Chowk Gurgaon ❤️8448577510 ⊹Best Escorts Service ...Russian Call Girls In Rajiv Chowk Gurgaon ❤️8448577510 ⊹Best Escorts Service ...
Russian Call Girls In Rajiv Chowk Gurgaon ❤️8448577510 ⊹Best Escorts Service ...
 
Call Girls From Raj Nagar Extension Ghaziabad❤️8448577510 ⊹Best Escorts Servi...
Call Girls From Raj Nagar Extension Ghaziabad❤️8448577510 ⊹Best Escorts Servi...Call Girls From Raj Nagar Extension Ghaziabad❤️8448577510 ⊹Best Escorts Servi...
Call Girls From Raj Nagar Extension Ghaziabad❤️8448577510 ⊹Best Escorts Servi...
 
SEO Case Study: How I Increased SEO Traffic & Ranking by 50-60% in 6 Months
SEO Case Study: How I Increased SEO Traffic & Ranking by 50-60%  in 6 MonthsSEO Case Study: How I Increased SEO Traffic & Ranking by 50-60%  in 6 Months
SEO Case Study: How I Increased SEO Traffic & Ranking by 50-60% in 6 Months
 
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
Call Girls Electronic City Just Call 👗 7737669865 👗 Top Class Call Girl Servi...
 
BAGALUR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
BAGALUR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRLBAGALUR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
BAGALUR CALL GIRL IN 98274*61493 ❤CALL GIRLS IN ESCORT SERVICE❤CALL GIRL
 
Uneak White's Personal Brand Exploration Presentation
Uneak White's Personal Brand Exploration PresentationUneak White's Personal Brand Exploration Presentation
Uneak White's Personal Brand Exploration Presentation
 
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
Call Girls in Delhi, Escort Service Available 24x7 in Delhi 959961-/-3876
 
FULL ENJOY Call Girls In Mahipalpur Delhi Contact Us 8377877756
FULL ENJOY Call Girls In Mahipalpur Delhi Contact Us 8377877756FULL ENJOY Call Girls In Mahipalpur Delhi Contact Us 8377877756
FULL ENJOY Call Girls In Mahipalpur Delhi Contact Us 8377877756
 
Business Model Canvas (BMC)- A new venture concept
Business Model Canvas (BMC)-  A new venture conceptBusiness Model Canvas (BMC)-  A new venture concept
Business Model Canvas (BMC)- A new venture concept
 
(Anamika) VIP Call Girls Napur Call Now 8617697112 Napur Escorts 24x7
(Anamika) VIP Call Girls Napur Call Now 8617697112 Napur Escorts 24x7(Anamika) VIP Call Girls Napur Call Now 8617697112 Napur Escorts 24x7
(Anamika) VIP Call Girls Napur Call Now 8617697112 Napur Escorts 24x7
 
Eluru Call Girls Service ☎ ️93326-06886 ❤️‍🔥 Enjoy 24/7 Escort Service
Eluru Call Girls Service ☎ ️93326-06886 ❤️‍🔥 Enjoy 24/7 Escort ServiceEluru Call Girls Service ☎ ️93326-06886 ❤️‍🔥 Enjoy 24/7 Escort Service
Eluru Call Girls Service ☎ ️93326-06886 ❤️‍🔥 Enjoy 24/7 Escort Service
 
Unveiling Falcon Invoice Discounting: Leading the Way as India's Premier Bill...
Unveiling Falcon Invoice Discounting: Leading the Way as India's Premier Bill...Unveiling Falcon Invoice Discounting: Leading the Way as India's Premier Bill...
Unveiling Falcon Invoice Discounting: Leading the Way as India's Premier Bill...
 
Famous Olympic Siblings from the 21st Century
Famous Olympic Siblings from the 21st CenturyFamous Olympic Siblings from the 21st Century
Famous Olympic Siblings from the 21st Century
 
👉Chandigarh Call Girls 👉9878799926👉Just Call👉Chandigarh Call Girl In Chandiga...
👉Chandigarh Call Girls 👉9878799926👉Just Call👉Chandigarh Call Girl In Chandiga...👉Chandigarh Call Girls 👉9878799926👉Just Call👉Chandigarh Call Girl In Chandiga...
👉Chandigarh Call Girls 👉9878799926👉Just Call👉Chandigarh Call Girl In Chandiga...
 
unwanted pregnancy Kit [+918133066128] Abortion Pills IN Dubai UAE Abudhabi
unwanted pregnancy Kit [+918133066128] Abortion Pills IN Dubai UAE Abudhabiunwanted pregnancy Kit [+918133066128] Abortion Pills IN Dubai UAE Abudhabi
unwanted pregnancy Kit [+918133066128] Abortion Pills IN Dubai UAE Abudhabi
 
Call Girls Kengeri Satellite Town Just Call 👗 7737669865 👗 Top Class Call Gir...
Call Girls Kengeri Satellite Town Just Call 👗 7737669865 👗 Top Class Call Gir...Call Girls Kengeri Satellite Town Just Call 👗 7737669865 👗 Top Class Call Gir...
Call Girls Kengeri Satellite Town Just Call 👗 7737669865 👗 Top Class Call Gir...
 
Call Girls Hebbal Just Call 👗 7737669865 👗 Top Class Call Girl Service Bangalore
Call Girls Hebbal Just Call 👗 7737669865 👗 Top Class Call Girl Service BangaloreCall Girls Hebbal Just Call 👗 7737669865 👗 Top Class Call Girl Service Bangalore
Call Girls Hebbal Just Call 👗 7737669865 👗 Top Class Call Girl Service Bangalore
 

Takeover panorama april 2007 2007-04-01

  • 1. TAKEOVER PANORAMA IN THIS ISSUE Exemption order passed in favour of Gujrat Ambuja Exports Ltd. Open offer to the shareholders of Geojit Financial Services Ltd. Major Acquisition deals during the Month Hint of Month Thought of the Month 1
  • 2. 21 Insight Contents Page No Recent Updates 3 Latest Open offers 5 Regular Section 13 Market Update 17 Case Study 20 Intermediary Search 21 Disclaimer This paper is a copyright of Corporate Professionals (India) Pvt Ltd. The author and the company expressly disclaim all and any liability to any person who has read this paper, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this paper. 2
  • 3. 21 Recent Updates Ray Ban Sun Optics India Limited Issue: Exemption from making Public Offer Target Company: Ray Ban Sun Optics India Limited Acquirers: Luxotica Group S.P.A Regulation from which the exemption has been sought: 10 & 12 read with 14(1) & 14(3) Facts: The acquirer entered into a purchase agreement with the seller on April, 28, 1999 as regards the sale of its eyewear business and by virtue of the same, indirectly acquired 44.152% of the paid up capital of the Target Company and control over it. The acquirer contended that it is not required to make public offer. The case, through various appeals, went to the Supreme Court. Supreme Court also directed the acquirer to make the public announcement of an open offer within a period of 45 days from the date of the order and further directed the acquirer to pay the offer price with interest at the rate of 10% per annum with effect from August 27, 1999 till the date of payment. Decision: SEBI directed the acquirer to make public offer for the acquisition of 20% of the share capital of Target Company and also directed the acquirer to pay interest @ 15% per annum to the shareholders from August 27, 1999 till the date of actual payment of consideration for the shares to be tendered in the offer. However, in an appeal to the Supreme Court, SC reduced the rate of interest to 10% per annum. Further, since the violation of Takeover Code was attributable to the Global Purchase Agreement dated 28-4-1999, the applicable provision for imposition of penalty is Section 15 H of the SEBI Act, 1992, as it existed on the date of the impugned transaction and the maximum penalty that could be imposed was Rs. 500000 only. Thus, SEBI imposed a penalty of 5 lacs upon Luxottica Group S.P.A for their failure to make the timely public announcement to acquire the shares of Ray Ban Sun Optics India Limited, in accordance with the provisions of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997. 3
  • 4. 21 M/s. Gujarat Ambuja Exports Ltd. Issue: Grant of exemption under Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 pursuant to buy-back of shares. Target Company: M/s. Gujarat Ambuja Exports Ltd. Acquirers: Shri Vijay Kumar Gupta, Smt. Sulochana V Gupta, Mr. Manish V Gupta, Mr. Mohit V Gupta, Ms. Shilpa Manish Gupta Regulation from which the exemption has been sought: Regulation 11(2) Facts: The target company proposes to buy-back its shares. The acquirers, who belong to the promoter group of Target Company, do not propose to offer any share in the buy-back scheme. Due to the said buy-back offer, the voting rights of the acquirers would increase from 63.11% to 66.40%, in case of 100% response to the said buy-back offer. The acquirers have contended that since they have not acquired any single share and the increase in shareholding will not result in any change in control, they seek exemption from the requirement of making open offer under regulation 11(2). On the consideration of above facts SEBI noted that even in case of 100% response to the offer, the shareholding of acquirers will not increase beyond 66.40% which would meet the requirements of Listing Agreement. Thus SEBI granted the exemption from making an open offer. Decision: Exemption granted. “The only limits are, as always, those of vision.” -James Broughton 4
  • 5. 21 Latest Open Offers S.No Target Acquirer Details of offer Reason for Intermediary Company offer (No. & %) 1. Alfa Laval India Alfa Laval Regulation Manager to the Limited Corporate AB Offer to acquire 11(2A) Offer upto 47, 02,500 Regd Office: fully paid equity Acquirer already HSBC Securities Mumbai shares of Rs. 10 holds 64.1% and Capital each share capital Markets (India) Paid up capital: representing and desires to Private Limited Rs 181,604,830 25.89% of the acquire 25.89% total paid up for Registrar to fully paid capital Consolidation of the Offer at a price of Rs. holdings 8.25 per share Sharepro payable in cash. Services (India) Private Limited. 2. Anil Special Mr. Sudhir To Acquire 13, Manager to the Steel Industries Khaitan 57,836 equity Regulation Offer Limited. shares of Rs. 10/- 11(1) each Chartered Regd Office: representing Preferential Capital & Jaipur 20.00 % of the allotment of Investment total paid up 10,44,753 equity Limited Paid up capital: capital and shares (22.95% Rs 521.14 lacs resultant voting of post rights at a price preferential of Rs. 20/- per paid up equity Registrar to fully paid equity share capital. the Offer share and Rs. 15/- per partly MCS Limited paid up equity shares, along with interest of Rs. 3.41 per fully paid up equity 5
  • 6. 21 share and Rs. 2.56 per partly paid up equity share payable in cash. 3. Bemco Mohta Capital To acquire up Issue Manager To Hydraulics Pvt. Limited to 2,89,340 Fully of 8,00,000 fully The Offer Limited Paid-Up Equity paid up Equity Regd Office: Shares of Rs. 10/- shares of face Microsec Karnatka each, value Capital Limited representing Rs.10 each of Paid up capital: in aggregate 20% the Target Registrar To Rs. 157.27 Lacs of the Post Issue Company on The Offer Equity Capital at Preferential a price of Rs. basis to certain Adroit 15.25 per share, members of Corporate Payable in cash. the Promoter Services Pvt. Group. Limited 4. Contech Mr. Shyam To acquire Manager To Software Sunder 10,97,960 equity Regulation 10 & The Offer Limited Tibrewal, Mr. shares of Rs. 10/- 12 Siddharth each Share Purchase Chartered Regd Office: Tibrewal, representing 20% Agreement to Capital And Ahmedabad Mrs Laxmidevi of the acquire Investment Tibrewal and Voting capital of 19,19,009 Equity Ltd. Paid up capital: Mrs Monica TC at a price of Shares Rs. 550.37 Tibrewal Rs. 9/- per fully representing Registrar to paid up equity 34.78% of the the Offer share and Re1/- total equity per partly paid shares. M/s Pinnacle up equity share, Shares Registry payable in cash. Private Limited 6
  • 7. 21 5. Duroflex Ms Niti N To acquire Manager to the Engineering Didwania 1,99,200 equity Regulation 10 Offer Limited shares of Rs. 10/- & 12 Regd Office: each SPA to acquire Chartered Mumbai representing 4,84,570 fully Capital And 20.00 % of the paid up shares/ Investment Paid up capital: total paid up voting rights Ltd. Rs 99, 60,000 capital / voting which represent share capital of 48.65% of the Registrar to “DEL” at a price total issued, the Offer of Rs. 10/- per subscribed and fully paid up paid-up Mondkar equity share/ equity/voting Computers Voting Rights share capital of Pvt. Ltd payable in cash. DEL at a price of Rs. 2.50 per equity share payable in cash. 7
  • 8. 21 6. Geojit Financial BNP Paribas SA For the Regulation 10 Manager to the Services Limited acquisition of & 12 Offer 46,363,434 Regd Office: Shares, Preferential Ambit Kochi representing 20% allotment of Corporate of the Post 56,804,870 fully Finance Private Paid up capital: Preferential Issue paid-up voting Limited Rs.1521.86 lakhs. Capital of the equity shares of Target Company, Re.1 at a price Registrar to at a price of of Rs.26 per the Offer Rs.27.50 per equity share Share payable in 22,826,300 Mondkar cash. warrants at a Computers price of Rs.26 Private Limited per Warrant, each Warrant enabling the holder of to 1 equity share of Re.1 each at Rs.26 per equity share. 7. Multiplus Mr. Jignesh To acquire upto Regulation 10 Manager to the Holdings Limited Ramniklal Sheth 42,000 equity & 12 Offer and Mrs. Krishna shares of Rs. 10/- SPA to acquire Regd Office: Jignesh Sheth each at a price of 1,13,000 fully Ashika Capital Mumbai Rs. 11.50 per paid up equity Limited share shares being Paid up capital: representing 20% 53.81% of the Registrar to Rs. 21.00 Lakhs of its voting Voting Capital the offer capital, payable at a price of Rs. in cash. 11.50 per share. Purva Sharegistry India Private Limited. 8
  • 9. 21 8. M/s. Panyam M/s S P Y Reddy To acquire Regulation 11 Manager to the Cements & & Associates 32,03,628 fully Offer Mineral Industries paid Issue of Limited up Equity Shares 20,90,909 Equity Sobhagya of Rs. 10/- each Shares of Rs. Capital Options Regd Office: at a price of Rs. 10/- each at Rs. Limited Hyderabad 55/- per share. 55/- per share Registrar to Paid up capital: constituting the offer Rs. 16,21,41,390 13.05 % of the enhanced paid M/s XL Softech up equity share Systems capital by way Limited of preferential allotment 9. Rane Holdings Mr. L. To acquire Regulation Manager to the Limited Lakshman, Mr. 1,956,263 fully 11(1) Offer L. Ganesh, L. paid-up equity Issue of Regd Office: Lakshman shares of Rs. 10/- 1,650,000 fully Ind Global Chennai (HUF), L. each, paid up Corporate Ganesh (HUF), representing 20% equity shares of Finance Pvt. Paid up capital: Mr Harish of the fully Rs 10/- each on Ltd. Rs. 8,131,3160. Lakshman expanded voting preferential equity capital at basis Registrar to a price of Rs representing the Offer 192/- per share 16.87 % payable in cash. of the post Integrated preferential Enterprises voting equity (India) Ltd. share capital of the Target company for cash at a price of Rs 180/- per equity share 10. Sanra Software Eyelight Events To acquire Regulation 10 Manager to the 9
  • 10. 21 Limited and Promotions 12,10,000 fully & 12 offer (India) Private paid equity SPA to acquire Regd Office: Limited shares of Rs. 10/- 26,26,200 fully Vivro Financial Chennai each, paid up equity Services representing 20% shares of Rs. Private Limited Paid up capital: of the equity 10/- each Rs.605,00,000 share capital and representing Registrar to voting capital at 43.41% if the the offer a price of Rs. issued and paid 15/- per share up equity Cameo payable in cash. capital and Corporate voting rights at Services a price of Rs. Limited 3.50/- per share, payable in cash. 11. Securities Capital Rajeshekar S To acquire Regulation Manager to the Investments Iyer 6,88,172 equity 11(1) offer (India) Limited shares of Rs. 10/- each, at a price Voluntary Offer. Fedex Regd Office: of Rs. 52/- per Securities Mumbai share, Limited representing Paid up capital: 21.50% of issued Registrar to Rs.32,00,800 capital and the Issue voting rights of the target Sharepro company. Services (India) Pvt. Ltd. 12. SSI Limited PVP Enterprises To acquire Regulation 10 MANAGER TO Private Limited 2,17,06,432 fully & 12 THE OFFER paid up The Acquirer Regd Office: equity shares has entered into JM Morgan Chennai (being 37.5% of a Share Stanley Private the Voting Purchase Limited Paid up capital: Capital of Agreement to Rs. 1,01,00,000 SSI Limited, at a acquire Registrar to 10
  • 11. 21 price of Rs. 208 2,17,06,432 the offer per share for a fully paid up total Equity shares Cameo consideration (the “Purchase Corporate of Rs. Shares”) (being Services 451,49,37,856 in 37.5% of the Limited cash. Voting Capital. 13. Sumeru Industries Mr. Vipul H To acquire by Regulation Manager to the Ltd. Raja, Ms. Sonal tender upto 11(1) Offer V Raja and Mr. 2,88,00,000 fully Regd Office: Nandit V Raja paid-up Voluntary offer Keynote Ahmedabad equity shares of Corporate Re.1/- each of Services Ltd. SIL representing Paid up capital: 40% of the paid Registrars to Rs.720.00 lacs up equity the Offer share capital, at a price of Sharepro Re.1.18) per Services India share payable in Pvt. Ltd. cash. 14. Tebma Shipyards India Advantage To acquire Regulation 10 & Manager To Limited Fund - VI 15,55,636 fully 12 The Offer Regd Office: paid-up Equity Chennai Shares of Rs. 10/- Allotment on Enam Financial each of TSL preferential Consultants Paid up capital: representing 20% basis of Private Limited Rs. 77.78 mn. of the 25,66,800 outstanding equity shares of Registrar to voting equity Rs. 10/- each at the offer share capital a price of Rs. (post Preferential 233.75/- per Cameo Issue) of TSL, at share Corporate a price of Rs. accompanied Services 233.75 with SPA. Limited per fully paid-up Equity Share 11
  • 12. 21 payable in cash. 15. Wellworth Mr. Sandeep To acquire from Manager to the Securities Jhaveri & Mrs. them upto Regulation Offer Limited Rajul S. Jhaveri 6,15,000 fully 11(2) (Letter of Offer) paid-up Equity VC Corporate Shares of Rs.10/ SPA to acquire Advisors each, in aggregate Private Limited representing 20% 1,75,000 (One Regd Office: of the fully paid- Lakh Seventy Registrar to Kolkata up equity and Five Thousand) the Offer voting share fully paid-up Paid up capital: capital at a price equity shares of Niche Rs.3, 07,50,000/- of Rs5/- per Rs. 10/- each Technologies share payable in representing Pvt Ltd. cash. 5.69% of the total fully paid- up equity and voting share capital of WSL at a price of Rs.3/- per fully paid up equity share payable in cash. 12
  • 13. 21 REGULAR SECTION OFFER PRICE – FREQUENTLY & INFREQUENTLY TRADED SHARES This concept of frequently and infrequently traded shares is used in case of offer price i.e. price to be paid to the shareholders of the Target Company at the time of public offer. The regulations have divided the shares to be acquired into two heads a.1. Infrequently traded shares a.2. Frequently traded shares MEANING OF INFREQUENTLY TRADED SHARES: The infrequently traded shares are those where the annualized trading turnover of the shares of target company during the preceding six months in which the public announcement is made is less than five per cent of the listed shares (in number). It is further clarified that the weighted number of shares listed during the said six months period can be taken. However, if the shares have been listed for less than 6 months, the trading turnover is to be taken with reference to actual number of days for which the shares have been listed. Example: Mr. X is giving the public announcement in the month of January to acquire the shares of M/s XYZ Ltd Listed Capital of Target company (1) 100, 00,000 shares of Rs 10/- each Weighted number of shares traded 80,000 shares during June to December (2) 13
  • 14. 21 Annualized trading turnover for the six 160,000 months (80,000 * 2) (3) 5% of listed capital (4) 5,00,000 On comparing the figures calculated in Col (3) & Col (4), it is clear that annualized trading turnover is less than the 5% of the listed capital of the Company. Thus, the shares of the Target company are infrequently traded. Factors for determining Price in case of infrequently traded The merchant banker and the acquirer have to take the highest of the following to determine the price to be paid to the shareholders of the Target company:- a) Negotiated price paid by the acquirer under regulation 14(1) i.e. the price paid by the acquirer to the seller under share purchase agreement or memorandum of understanding entered with the seller. b) The highest price paid by the acquirer or persons acting in concert in consideration of shares of target company acquired during 26 weeks prior to public announcement. The acquisition here can be by any mode including the preferential issue, right issue & public issue. c) Also, the price can be determined on the basis of following:- a. Return on Net Worth b. Book value of share of Target company c. Earning per share d. Price earning multiple vis –a- vis the industry average. 14
  • 15. 21 Also, the Securities & Exchange Board of India may also require the valuation of such shares by Independent merchant banker who is not a manager to the offer or by a chartered accountant who has got the standing of minimum 10 years or from a public financial institution. However, as per current practice if no price is available, the judgment of Supreme Court in Hindustan Lever Limited is used to calculate the price of the share. The Supreme Court in the mentioned case has provided the weights to different parameters to calculate the price: The fair value of listed company could be assessed on the basis of weights: Method Price per Assigned Product (3) share (1) Weights (2) (1) X (2) 1. Net Assets Value 1 2. Profit Earning capacity value 2 3. Market value 2 Total (Column 3) Per share value (in Rs) (Col 3 total/ Col 2 total) MEANING OF FREQUENTLY TRADED SHARES Those which are not infrequently traded shares are considered as frequently traded shares i.e. where the annualized trading turnover of the shares of target company during the preceding six months in which the public announcement is made is more than five per cent of the listed shares 15
  • 16. 21 (in number). It is further clarified that the weighted number of shares listed during the said six months period can be taken. Factors for determining price a. The highest price paid by the acquirer or persons acting in concert in consideration of shares of target company acquired during 26 weeks prior to public announcement. The acquisition here can be by any mode including the preferential issue, right issue & public issue. b. Highest of the following a. Average of the weekly high & low of the closing price of the shares of the target company as quoted on the stock exchange where the shares of the company are most frequently traded during the preceding 26 weeks of the date of public announcement b. Average of the weekly high & low of price of shares of the target company as quoted on the stock exchange where the shares of the company are most frequently traded during the preceding 2 weeks of the date of public announcement The highest price may be adjusted for quotations, if any on cum-rights or cum-bonus or cum- dividend basis during the mentioned period of 26 weeks, if it is apprehended that such corporate actions affect the price otherwise in normal scenario. However, in case acquirer acquires shares in the open market or through negotiations after the public announcement at a price higher than the offer price stated in letter of offer, in such case acquisition shall be at the highest price paid by the acquirer acquired through open market or through negotiations. 16
  • 17. 21 CASE STUDY GRASIM TO ACQUIRE L&T’S CEMENT BUSINESS Background Grasim Ltd., a company under the Aditya Birla group, entered L&T Ltd. by purchasing from Reliance Industries Limited its 10.05% stake by paying an entry premium of Rs. 306 per share. Thereafter, through creeping acquisition route Grasim shareholding reached about 15%. Grasim Ltd. then made an open offer to acquire 20% of L&T Ltd. at an offer price of Rs. 190 per share. L&T’s management found this valuation too low and approached FIs to frustrate this attempt. Although Grasim Ltd. was claiming this deal as a strategic investment, but the underlying purpose was to takeover the cement business of L&T Ltd. Fight for the Cement Business: L&T Cement business was valued at $80 per tonne. L&T Ltd. was endeavoring to hive off the cement division to a strategic partner(CDC), thereby charging a strategic premium for the shareholder of L&T Ltd. For the purpose of demerger, a number of proposals were envisaged. A comparative analysis of all these proposals is as under: L&T Strategic Grasim’s Vertical Grasim’s Demerger Structured Partner’s Proposal I Proposal II Demerger (CDC) Proposal Proposal Existing Grasim–14.5% Grasim–14.5% Grasim–14.5% Grasim–14.5% Capital LIC & UTI-27% LIC & UTI-27% LIC & UTI-27% LIC & UTI-27% Structure Other Other Other Institutional Other Institutional Institutional Institutional Investors-18% Investors-18% Investors-18% Investors-18% Public-60.5% Public-60.5% Public-60.5% Public-60.5% Proposed L&T Ltd-70% L&T Ltd-75% Grasim–14.5% L&T Ltd-60% Plan Shareholders Shareholders LIC & UTI-27% Shareholders of L&T (Stage I) of L&T Ltd.- of L&T Ltd.- Other Institutional Ltd.-40% 30% 25% Investors-18% (including 5.8% of (including (including Public-60.5% Grasim Ltd.) 17
  • 18. 21 4.35% of 3.625% of Grasim Ltd.) Grasim Ltd.) Strategic L&T Ltd-70% (Through No strategic sale, since L&T Ltd-15%% Sale Shareholders Competitve L&T Ltd. does not hold Shareholders of L&T after of L&T Ltd.- Bidding) any share in L&T Ltd.-60% Demerge 24% L&T Ltd- Cement Ltd. Grasim Ltd.-25% r Strategic 27.5%% (Stage II) Investor-6% Shareholders of L&T Ltd.- 25% Grasim Ltd.- 47.5% (If Grasim Ltd succeeds in competitive bidding, its total shareholding will reach beyond 51%). Open Change in Open offer to Open offer to acquire Open offer to acquire Offer control is not acquire 20% at 36% at Market Price. 20% at Market Price. (Stage possible, since $100-105 per III) L&T Ltd. has tonne. held 70% with itself. Maximu 10.35% 71.125% 50.5% 50.8% m (3.625+47.5+2 (5.8+25+20) sharehol 0) ding of Grasim Ltd. after demerge r Strategic No L&T Ltd can No Strategic Premium for Premium get strategic 25% shareholding. 18
  • 19. 21 premium for 47.5% of sharehoding Positive No change in Maximum Low cost to Grasim Ltd. Strategic Premium for features control strategic 25% shareholding premium to the shareholders of L&T Ltd Negative Acquisition of Grasim Ltd’s No strategic premium to Less premium for the features control by shareholding the shareholders of L&T shareholders of L&T Grasim Ltd. is will reach to Ltd Ltd not possible 71.125% The Final Deal: Existing Capital Structure L&T Ltd. (Stage I) Grasim–14.5% L&T Ltd-20% LIC & UTI-27% Shareholders of L&T Ltd.-80% Other Institutional Investors-18% (including 12.6% of Grasim Ltd.) Public-60.5% Open offer of 30% (Stage III) Strategic Sale (Stage II) L&T Ltd-11.5%% L&T Ltd-11.5%% Shareholders of L&T Ltd.-50% Shareholders of L&T Ltd.-80% Grasim Ltd.-38.5% Grasim Ltd.-8.5% (Total shareholding of (Total shareholding of Grasim=51.1%) Grasim=21.1%) 19
  • 20. 21 MARKET UPDATE Nuance acquires Focus Infomatics, Accelerates Delivery of Speech Services to Automate Healthcare Transcription Focus Infomatics one of the leading healthcare transcription solutions company has been acquired by Nuance Communications Inc. (NASDAQ: NUAN). Focus Infomatics is one of the most respected speech recognition services organizations in healthcare, serving some of the U.S.’s largest healthcare organizations. Encora Group and Meritos Technologies announce merger agreement Encora Inc, a global product engineering services firm and Meritos, a Bangalore-based software development firm, have merged to expand their combined operations in the Indian sub-continent and create an emerging leader in Outsourced Product Development (OPD). The combined entity will be known as Encora, and will focus on providing end to end product development services for independent software vendors (ISVs).Avendus Advisors was the strategic and financial advisor for this deal. Second Foundation Inc. acquired by Fidelity National Information Services Offshore global information technology services provider Second Foundation has been acquired by Fidelity National Information Services. Essar acquires leading collections BPO Company Global Vantedge Essar Global announced that it has acquired Global Vantedge, a BPO company Owned by ChrysCapital. Global Vantedge is the leader in Collections and Accounts Receivable Management Services in India. Essar has a presence in BPO through its wholly owned subsidiary, Aegis BPO. HINT OF THE MONTH The provisions of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 will apply to warrants only in case of conversion of warrants into equity shares. & the law relating to same would be that of the law as applicable on the date of conversion of warrants into equity shares. 20
  • 21. 21 INTERMEDIARY SEARCH S.no Particulars Contact Details 1. ARYAMAN FINANCIAL SERVICES LTD 401 CHIRANJEEV TOWERS 43 NEHRU PLACE NEW DELHI -110 019 2. BIGSHARE SERVICES PVT. LTD. E/2, ANSA INDUSTRIAL ESTATE, SAKIVIHAR ROAD, SAKI NAKA, ANDHERI (EAST), BOMBAY Maharashtra- 400072 For any clarification: Preeti Arora Neha Pruthi No: 9891151964,9818188454 preeti.arora@takeovercode.com, neha.pruthi@takeovercode.com 21