Siemens Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 10, 2012, has considered and approved the Scheme of Amalgamation ("Scheme") under Sections 391 to 394 of the Companies Act, 1956, envisaging, inter alia, amalgamation of Winergy Drive Systems India Pvt. Ltd. (WINERGY) (a 100% subsidiary of Winergy AG, Germany which is Wholly owned by Siemens AG) (Transferor Company) with the Company with the appointed date being October 01, 2012.
The BoD, after due consideration, approved the share exchange ratio as determined by independent valuer viz. KPMG India Pvt. Ltd. The fairness opinion on the valuation is provided by ICICI Securities Ltd., a category- I merchant banker.
The share swap ratio for the proposed scheme has been determined as under:
1 (One) Equity Shares of the face value of Rs. 2/- (Rs. Two) each fully paid - up of the Company for every 72 (Seventy two) Equity Shares of the face value of Rs. 10 (Rs. Ten), fully paid - up of the Transferor Company.
Siemens AG (promoter) currently holds 75% of the equity share capital of the Company and the Scheme has a mechanism to ensure that the public shareholding i.e. 25% will be maintained at all times pursuant to the requirement of the listing agreement.
The proposed Scheme is however, subject to the requisite approvals of the respective shareholders / creditors of the Company and the Transferor Company, other statutory / regulatory authorities in the respective jurisdictions and subject to the sanction / confirmation by the concerned High Courts and / or any other appropriate authority as may be necessary.