Fischer Chemic Ltd to acquire Time Medical Internaitonal Ventures India Pvt Ltd

The Board of Directors of Fischer Chemic Ltd in their meeting held on 15th December, 2023 have considered and approved the acquisition of 100% of the Share Capital of Time Medical International Ventures (India) Private Limited ("Target Company"). The Board has approved the execution of a Share Purchase and Share Subscription Agreement between the Company, Time Medical International Ventures (India) Private Limited and their shareholders ("SPSSA") and execution of other necessary documents regarding the Proposed Transaction, whereby the Company agrees to acquire 100% of the share capital of the Target Company.

Subject to Shareholders approval, the board approved issuance of up to 4,00,76,260 (Four Crore Seventy-Six Thousand Two Hundred and Sixty) Equity Shares of Rs. 10/- (Rupees Ten only) each an issue price of Rs. 10/- (Rupees Ten only) each on preferential basis ('Preferential Issue') for consideration other than cash (i.e., swap of shares) to the shareholders of Time Medical International Ventures (India) Private Limited ("Proposed Preferential Issue") the persons other than promoters and promoter group.

Subject to Shareholders approval, the board approved issuance of up to 1,09,23,740 (One Crore Nine Lakhs Twenty-Three Thousand Seven Hundred and Forty) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 33.20/- (Rupees Thirty-Three and Twenty Paisa Only) per share, on preferential basis ('Preferential Issue') to the persons other than promoters and promoter group.

Subject to Shareholders approval, the board approved issuance of up to 15,00,000 (Fifteen Lakhs) fully convertible warrants ("Warrants/ Convertible Warrants") of Rs. 10/- (Rupees Ten) each at an issue price of Rs. 33.20/- (Rupees Thirty-Three and Twenty Paisa Only) per warrant, on preferential basis ('Preferential Issue') to the persons other than promoters and promoter group.

The board approved increase in authorized share capital of the company from existing Rs. 4,00,00,000/- (Rupees Four Crore only) divided into 40,00,000 (Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 60,00,00,000/- (Sixty Crore) divided into 6,00,00,000 (Six Crore) Equity Shares having face value of Rs. 10/- (Rupees Ten only), subject to approval of shareholders.

The board approved alteration of main object clause of the Memorandum of Association of the Company, subject to approval of shareholders.

The board approved increase in Borrowing Limits pursuant to section 180 (1) (c) of The Companies Act, 2013 of the Company up to Rs. 500 Crores, subject to approval of shareholders.

The board approved increase in the limits for the power to create charge on the assets of the Company to secure borrowings pursuant to section 180 (1) (a) of The Companies Act, 2013 up to Rs. 500 Crores, subject to approval of shareholders.

The board approved increase in the limits pursuant to section 186 of The Companies Act, 2013 for making investments/extending loans and giving guarantees or providing securities in connection with loans to persons/ bodies corporate up to Rs. 500 Crores, subject to approval of shareholders.

The board approved change in name of the Company from Fischer Chemic Limited to Time Medical Digital Health and Imaging Ventures Limited or such other name as may be made available for adoption by the Central Registration Centre Ministry of Corporate Affairs subject to approval of member and other statutory approval.

The board also approved shifting of registered office of the Company from the state of Maharashtra to the state of Andhra Pradesh subject to approval of member and other statutory approval.

TMIVIPL is a leader in the medical diagnostic imaging industry with innovative and disruptive technologies. TMIVIPL is the world leader in developing dedicated MRI systems for niche markets of the neonate, breast, and brain imaging. Company clocked the revenue of INR 32 Lakhs for the F.Y 2022-23.

With this acquisition, Company will make an entry into the growing market of diagnostic imaging industry with innovative and disruptive technologies. The acquisition will provide access to entirely new business vertical and shall give advantages of complementary skill sets and result in significant benefits such as, greater market penetration, enhanced product offerings and innovative range of products, entry into new markets, new process learnings, availability of highly skilled man power, input cost optimisation and potential sourcing benefits.

The Company will acquire 100% equity stake in Time Medical International Ventures (India) Private Limited upon closing of the transaction ie. 5,60,893 Equity Shares of Rs. 10/- each.

Shares of FISCHER CHEMIC LTD. was last trading in BSE at Rs. 195.80 as compared to the previous close of Rs. 186.50. The total number of shares traded during the day was 171 in over 3 trades.

The stock hit an intraday high of Rs. 195.80 and intraday low of 195.80. The net turnover during the day was Rs. 33481.00.

Source : Equity Bulls

Keywords

FISCHERCHEMIC INE771F01025 Acquisition TimeMedicalInternationalVenturesIndia PreferentialIssue