Pursuant to the execution of a share purchase agreement dated 1 February, 2022 between Anupam Rasayan India Limited ("Company") and certain members of the existing
promoter and promoter group of Tanfac Industries Limited ("TIL") i.e., Birla Group Holdings Private Limited ("BGHPL"), Pilani Investment and Industries Corporation Limited ("PIHCL") and Askaran Agarwala ("Mr. Agarwala") (BGHPL, PIIICL and Mr. Agarwala collectively referred to as the "Sellers"), the Company has agreed to purchase 24,89,802 (twenty four lakh eighty nine thousand eight hundred and two) equity shares of face value of Rs. 10 each ("Equity Shares" ) of TIL representing 24.96% (twentyfour point nine six percent) of the issued and paid up equity share capital of TIL from the Sellers and acquire joint control over TIL along with Tamil Nadu Industrial Development Corporation Limited ("TIDCO"), subject to the satisfaction of the conditions precedent as set out under the share purchase agreement ("Share Purchase Agreement").
In addition, TIDCO, BGHPL, TIL and the Company have executed an amendment to a joint venture agreement dated 4 October 1980 ("JVA") dated 1 February, 2022 (" Amendment to the JVA"), pursuant to which the Company shall, on and from the date when the Company completes the
purchase of 24,89,802 (twenty four lakh eighty nine thousand eight hundred and two) Equity Shares of TIL from the Sellers in accordance with the terms and conditions under the Share Purchase Agreement and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("Takeover Regulations"), have the right to exercise all the rights and obligations that BGHPL is entitled to exercise under the JV A.
Pursuant to the consummation of the transactions under the Share Purchase Agreement and Amendment to JV A, the Company will acquire joint control over TIL and the Company shall become the promoter of TIL along with TIDCO.
Pursuant to the execution of the Share Purchase Agreement and Amendment to the JVA, the Company has triggered an open offer under 4 Regulation of the Takeover Regulations. The Company is accordingly in the process of issuing a public announcement in relation to the open offer under Regulation 4 and other applicable provisions of the Takeover Regulations to the BSE Limited where the equity shares of TIL are listed, SEBI and TIL, for the acquisition of up to 25,93,500 fully paid-up Equity Shares representing 26% of the total issued and paid up equity share capital of TIL from the public shareholders of TIL by the Company.
The purpose of the acquisition is to expand the product series under fluorination chemistry of the Company which is in line with Company's strategy of inorganic growth.
The Company has identified TIL as suitable target considering complementary nature of business of both TIL and the Company. TIL provides synergies in the form of backward integration for the Company which will create significant value over the period.
The acquistion cosideration is Cash - aggregate amount of Rs. 148,14,32,190/- (Indian Rupees One Hundred and Forty-Eight Crores Fourteen Lakhs Thirty-Two Thousand One Hundred and Ninety Only), for acquisition of 24,89,802 equity shares at a per equity share price of Rs. 595/- (Indian Rupees Five Hundred NinetyFive Only).
The principal business activities of TIL include the manufacture of aluminium fluoride, AI-IF acid and sulphuric acid and specialty chemicals in India.
Shares of Anupam Rasayan India Limited was last trading in BSE at Rs. 1009.70 as compared to the previous close of Rs. 959.85. The total number of shares traded during the day was 5197 in over 732 trades.
The stock hit an intraday high of Rs. 1020.05 and intraday low of 964.10. The net turnover during the day was Rs. 5123308.00.
Shares of TANFAC INDUSTRIES LTD. was last trading in BSE at Rs. 673.00 as compared to the previous close of Rs. 687.80. The total number of shares traded during the day was 31983 in over 836 trades.
The stock hit an intraday high of Rs. 714.40 and intraday low of 656.55. The net turnover during the day was Rs. 21897997.00.