DSP Merrill Lynch Ltd ('Manager to the Delisting Offer') on behlaf of Fresenius Kabi (Singapore) Pte Ltd (?Acquirer?) has informed this public announcement (?Public Announcement?) to the public shareholders of Fresenius Kabi Oncology Ltd (?Target Company?) in respect of the proposed acquisition and consequent delisting of the fully paid-up equity shares of the Company with a face value of Re. 1 each (?Shares?) from the BSE Limited (?BSE?) and the National Stock Exchange of India Limited (?NSE?) (collectively the ?Stock Exchanges?) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (?Delisting Regulations?) (hereinafter, referred to as the ?Delisting Offer?). The Acquirer is the promoter of the Company and holds 81% of the fully paid-up equity share capital of the Company as on the date of this Public Announcement.
Through the Delisting Offer, the Acquirer seeks to acquire up to 30,063,255 Shares of the Company representing 19% of the total share capital of the Company from the public shareholders (?Public Shareholders?). If the Delisting Offer is successful in terms of Section 10 of this Public Announcement, the Acquirer will apply for delisting of the Shares from the Stock Exchanges where the Shares are currently listed, in accordance with the Delisting Regulations.
The board of directors of the Acquirer vide its resolution dated April 16, 2013 resolved to make the Delisting Offer to the Public Shareholders in accordance with the Delisting Regulations at an indicative price of up to Rs. 130 per Share, subject to the Acquirer?s right under the Delisting Regulations to accept or reject any price discovered under the reverse book building process set forth therein. The Acquirer vide a letter dated April 16, 2013 notified the Company of its intention to commence the Delisting Offer and requested that the board of directors of the Company convene a meeting of the shareholders of the Company seeking the approval of the shareholders to delist the Shares from the Stock Exchanges.
The board of directors of the Company in its meeting held on April 17, 2013, (i) took on record the letter received from the Acquirer, (ii) approved the commencement and implementation of the Delisting Offer, subject to approval of the shareholders and other regulatory approvals, and (iii) sought the approval of the shareholders of the Company for the Delisting Offer by way of a special resolution through postal ballot, in accordance with the Delisting Regulations.
The shareholders of the Company passed a special resolution through postal ballot approving the Delisting Offer, the result of which was declared by the Company on May 25, 2013. The Company has notified the result of the postal ballot to the Stock Exchanges on May 25, 2013. The votes cast by the Public Shareholders in favour of the Delisting Offer were 6,482,329 which were more than two times the number of votes cast by the Public Shareholders against it, being 1,828,068.
The Shares are listed on the BSE and the NSE. The Acquirer is seeking to delist the Shares from the BSE and the NSE.
The floor price for the reverse book-building process in terms of Regulation 15(2) of the Delisting Regulations has been determined by the Acquirer to be Rs. 116.10 (Rupees One Hundred and Sixteen and Ten Paise Only) per Share (?Floor Price?).
The Acquirer shall announce the Discovered Price and its decision to accept or reject the Discovered Price and if accepted also announce the Exit Price as applicable, in the same newspapers in which this Public Announcement appears, in accordance with the schedule of activities set out in Section 16 of this Public Announcement.
Proposed Schedule for the Delisting Offer:
Date of publication of the Public Announcement - September 16, 2013
?Specified Date? for determining the names of Public Shareholders to whom the Letter of Offer shall be sent - September 20, 2013
Dispatch of Letter of Offer/ Bid Forms to eligible Public Shareholders as on Specified Date - September 23, 2013
Bid Opening Date (10 a.m.) - October 15, 2013
Last date for revision (upwards) or withdrawal of Bids - October 21, 2013
Bid Closing Date (3 p.m.) - October 22, 2013
Last date for announcement of Discovered Price/ Exit Price and Acquirer?s acceptance or non-acceptance of Discovered Price/ Exit Price - October 28, 2013
Last date for payment of consideration (assuming acceptance of the Discovered Price/ Exit Price by the Acquirer) - November 05, 2013
Last date for return of Shares to the Public Shareholders in case of Bids not being accepted / failure of the Delisting Offer - November 05, 2013
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