Taking forward its proposed takeover of Pipavav Defence, Reliance Infrastructure on Tuesday made an open offer for acquisition of further 26 percent stake from public shareholders for Rs 1,263 crore.
The open offer made by Reliance Defence Systems and Reliance Infrastructure, for purchase of over 19.14 crore shares, has been made at a price of Rs 66 each, as per the offer documents filed with the markets regulator Sebi. Pipavav shares on Tuesday closed nearly 4 percent down at Rs 61.3 at the BSE.
The public announcement for the open offer would be published in newspapers tomorrow, which is mandatory as per Sebi regulations. Recently, Reliance Infra reached an agreement with the Pipavav promoters for acquisition of 13 crore shares, amounting to 17.66 per cent stake, for Rs 819 crore. Besides, the sellers have also agreed to sell an additional number of equity shares at the same price (for upto Rs 354 crore) to take the total stake of Reliance Infra to 25.10 per cent, after taking into account the acquisition made under the open offer.
Since Reliance Infra has entered into an agreement to acquire voting rights in excess of 25 percent of the total voting rights of Pipavav, the Sebi norms mandate an open offer to be made for public shareholders to buy 26 percent stake.
The open offer is subject to statutory approvals from fair trade watchdog CCI, Gujarat Maritime Board and other authorities. The proposed acquisition of controlling stake in Pipavav is part of Anil Ambani-led Reliance Group's recently announced foray into defence sector.
Ambani recently visited the Gujarat facilities of Pipavav and told its 4,000 employees that he would make it the country's biggest defence manufacturer. The open offer price has been arrived at in accordance with the relevant Sebi Regulations.
Upon completion, the existing promoters will cease to be promoters and Reliance will become the new promoter of Pipavav Defence with sole control.
The offer is also subject to certain Conditions Precedent as per the Purchase Agreement between Reliance and the Promoters of Pipavav Defence. These include no material adverse event occuring till the completion date and no material change in the laws or threatened litigation relating to business of Pipavav Defence.
It would also require approval for change in Articles of Association by the shareholders of Pipavav Defence, receipt of consents from lenders, completion of CDR package, among others.
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