Fairfax group announces open offer to acquire shares of Fairchem Organics Ltd at Rs. 575.53

FIH Mauritius Investments Ltd ("Acquirer") along with FIH Private Investments Ltd ("PAC 1"), Nahoosh Jariwala ("PAC 2"), Utkarsh Shah ("PAC 3") Jariwala Tradelink LLP ("PAC 4") and Nahoosh Tradelink LLP ("PAC 5") (hereinafter PAC 1, PAC 2, PAC 3, PAC 4 and PAC 5 are collectively referred to as the "PACs"), in their capacity as the persons acting in concert with the Acquirers, have announced an open offer for acquisition of up to 33,77,953 fully paid-up equity shares of face value of Rs. 10 each ("Equity Shares") from the Public Shareholders of Fairchem Organics Limited (the "Target Company"), representing 25.94% of the Voting Share Capital, at a price of INR 575.53/- per Equity Share (the "Offer Price") aggregating to total consideration of INR 1,94,41,13,290.09 payable in cash.

The Acquirer, Sellers and the Target Company entered into a share purchase agreement on May 22, 2019, as amended on September 30, 2020 ("FOL SPA"), pursuant to which, the Acquirer agreed to purchase 23,30,757 Equity Shares representing 17.9% of the Voting Share Capital, for cash at a price of INR 575.53 per Equity Share from the Sellers, subject to fulfilment of the conditions precedent set out in the FOL SPA.

In addition to the FOL SPA, the PAC 3, PAC 4, PAC 5, Sellers and the Target Company have also entered into a share purchase agreement on May 22, 2019, as amended on September 30, 2020 ("Other FOL SPA"), pursuant to which, the PAC 3, PAC 4 and PAC 5 agreed to purchase 6,21,834 Equity Shares representing 4.78% of the Voting Share Capital, for cash at a price of INR 575.53 per Equity Share from the Sellers, subject to fulfilment of the conditions precedent set out in the Other FOL SPA.

The acquirers will be totally acquiring 29,52,591 equity shares or 22.68% stake for Rs. 169.93 crores other than the open offer.

Source : Equity Bulls

Keywords