Sebi clears Diageo’s offer for USL

Feb 06 2013, 10:50 IST
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Summary* USL shares closed at Rs 1,894 on the BSE, a 30% premium over offer price of Rs 1,440

Liquor major Diageo Plc has finallly received the clearance from the Securities and Exchange Board of India (Sebi) for an open offer to acquire 26 per cent stake from public shareholders of UB group firm United Spirits Ltd (USL).

USL shares rose 2.1 per cent to Rs 1,894.95 on the BSE following the announcement. “The market price of USL is at a premium of 30 per cent to Diageo’s offer price of Rs 1,440. No retail shareholder will tender shares to Diageo at a low price. If he can get over Rs 400 per share more from the open market why should a shareholder sell it to Diageo at a loss?” said an analyst with a broking firm.

The offer which was delayed for almost a month after the market regulator sought several clarifications from Diageo, got the “final observations” from Sebi five days ago, paving for the last stage of the deal which is crucial to Vijay Mallya’s UB group.

The British firm is to acquire 26 per cent shareholding in USL through the open offer worth Rs 5,441 crore, as part of a deal to buy up to 53.4 per cent stake in the company. As per the Detailed Public Statement (DPS), the open offer was to start on January 7.

If investors do not tender their shares to Diageo’s offer, Diageo has a guarantee that the UB Group’s holding company will vote its remaining shareholding in USL as per Diageo’s wishes for four years, according to the deal terms.

The holding company — United Breweries Holdings — still owns 14.9 per cent of USL’s current shareholding.

The proposed open offer entails purchase of about 3.8 crore shares at a price of Rs 1,440 per share. As per Sebi norms, any acquisition of 25 per cent or more stake in a listed company triggers a mandatory open offer for purchase of additional 26 per cent stake from the public shareholders and the same needs to be cleared by the regulator.

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