Gestamp Servicios, S. L. announces Open Offer for Automotive Stampings at Rs.94.96

Yes Bank Ltd ("Manager to the Offer") on behalf of Gestamp Servicios, S. L. ("Acquirer"), has issued this Public Announcement to the shareholders of Automotive Stampings & Assemblies Ltd ("Target Company"), pursuant to and in compliance with among others, Regulation 10 and 12 of Chapter III of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the "Takeover Regulations" or the "Regulations").

The Offer

This Offer is being made by the acquirer to the equity shareholders of target Company. No person / individual / entity is acting in concert with the Acquirer for the purpose of this Offer.

The Acquirer entered into a Share Purchase Agreement dated February 13, 2007 (hereinafter referred to as "SPA") with one of the promoters of target Company viz. Tata Autocomp Systems Ltd, a Tata group company (hereinafter referred to as "TACO" / "Seller") wherein the Acquirer agreed to acquire equity shares, being (i) 38,24,453 equity shares held by the Seller, representing 37.50% of the total issued, subscribed and paid-up equity share capital of Target Company, Less (ii) equity shares as have been tendered by the public shareholders in response to; and have been acquired by the acquirer under the Offer in terms of the provisions of the Takeover Regulations ("Sale Shares"), at a price of Rs 94.96 per share (the "Negotiated Price"). The Acquirer and Tata Autocomp Systems Ltd, inter se, shall eventually have 50:50 equity stake in target Company.

Schedule of Activities:

Specified Date: February 19, 2007

Date of Opening of the Offer: April 11, 2007

Date of Closing of the Offer : April 30, 2007

Simultaneously with the signing of SPA,

(1) a memorandum of understanding was executed on February 13, 2007 by and among TACO, the acquirer and Gestamp Automocion, S. L., a corporation registered under the laws of Spain, with its principal office at Poligono Industrial de Lebario, Abadiano, 48220 Vizcaya, Spain (hereinafter referred to as "GESTAMP Automocion") wherein the parties to the memorandum of understanding, inter alia, intended to facilitate the acquisition of equity stake in target Company by the acquirer and technology support by Gestamp Automocion to Target Company including introduction of new technologies such as hot stampings, tailor welded blanks, hydro forming, roll forming, steel service centre and blanking activities; and

(2) a memorandum of understanding was executed on February 13, 2007 by and between Gestamp Automocion and TACO for addressing the requirements of Volkswagen for sheet metal stamping business for the Indian market by way of creation of separate joint venture company wherein Gestamp Automocion and TACO will have 50:50 equity stake. The creation of the joint venture company is subject to completion and mutual acceptance of the joint feasibility study by the board of directors of the respective Parties.

In addition, TACO and Gestamp Automocion are discussing the possibility of establishing a separate joint venture company for design, development and manufacture of stamping dies and fixtures business, essentially for exporting to Gestamp Automocion, wherein TACO and Gestamp Automocion will have 50:50 equity stake.

Source : Equity Bulls

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