The five-member independent director committee (IDC) headed by former Sebi chairman G N Bajpai reviewed the public announcement made by Diageo in connection with the open offer in United Spirits for acquiring 37.78 million shares (26 per cent stake) at a price of Rs 1,440 per share.
By Sebi regulations, an IDC has to provide guidance to minority shareholders on transactions such as open offers.
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“IDC is of the opinion that the offer price to the public shareholders of the target company is in compliance with the requirements under the Takeover Code and is fair and reasonable as on the agreement date. However, the shareholders should independently evaluate the offer and take an informed decision in the matter,” said Bajpai in a letter to United Spirits which was filed with the Bombay Stock Exchange (BSE) on Monday.
Along with reviewing the open offer price on various regulatory parameters, the IDC had also sought external advice from Morgan Stanley. The investment bank too had advised the open offer price to be fair.
Shares of United Spirits on Monday ended at Rs 1,889.45, down Rs 8.55, or 0.45 per cent on the BSE.