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New twist to Kalindee takeover saga

Jupiter Metal ups bid to R70, higher than Texmaco?s offer of R68 per share.

The battle for acquisition of Gurgaon-based Kalindee Rail Nirman (Engineers) is hotting up. Jupiter Metal of Jaipur-based engineering and construction firm Om Kothari Group, which had earlier offered to buy 30% in the company at R65 a share, on Wednesday upped its offer to R70. This is higher than the R68 a share offered by Kolkata-based rail wagon maker Texmaco Rail and Engineering, which is part of Saroj Poddar?s Adventz Group.

?We have revised our offer to R70 a share,? Vikas Kothari, executive director, Jupiter Metal, told FE on Wednesday.

In a filing to the Bombay Stock Exchange, Ashika Capital, which is advising Jupiter Metal on the deal, said: ?In terms of Regulation 20(1) of Sebi (SAST) Regulations, 2011, a public announcement making a competitive bid (competitive offer) was made on July 20, 2013, by ICICI Securities (manager to the competitive offer) for and on behalf of Texmaco Rail & Engineering (Texmaco) to acquire 49,52,280 equity shares constituting 30% of the fully diluted voting equity share capital of the target company at a price of R68 per share.. In terms of Regulation 18(4) of Sebi (SAST) Regulations, 2011, by this addendum, the acquirer makes the revision in the offer price per equity share to R70, payable in cash for all the valid acceptances in the offer?. The counter-offer by Jupiter adds a new twist in the ongoing saga wherein Jupiter and Texmaco are locked in a battle.

It remains to be seen whether Texmaco, which already has 36.4% stake in Kalindee by virtue of buying out the entire promoter stake of 11.74% as well as preferential allotment of 24.9% stake by issue of fresh shares to it by Kalindee, ups its offer in response to Jupiter?s latest move. Earlier, Poddar had said that he would not buy Kalindee at any price, suggesting that if the price is too high he may sell off to Jupiter.

The takeover battle started when on July 10, Jupiter Metal announced a conditional offer to buy 26% in Kalindee, which was seen as a hostile bid by the latter. Jupiter made the offer while not holding any shares in the company. To prevent its bid, Kalindee on July 13 roped in Saroj Poddar?s Texmaco Rail and Engineering by deciding to allot it 24.9% shares via preferential allotment at a price of Rs 63.13 a share. Subsequently, on July 17, Jupiter proposed a non-conditional open offer to buy 30% in Kalindee at R65 a share.

In response, Texmaco on July 20 acquired the entire promoter stake of 11.74% in Kalindee. Since the Sebi?s takeover regulations require a company to make an open offer for at least another 26% stake if it acquires 25% in a company, Texmaco announced an open offer for another 30% at R68 a share. The offer was to avert Jupiter’s plans to acquire a 30% stake in the company.

While ICICI Securities is advising Texmaco on the deal, Jupiter Metal is being advised by Ashika Capital.

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First published on: 25-07-2013 at 00:59 IST
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