Adi-Nadir Godrej family makes open offer to acquire Astec Lifesciences

To acquire 20.84% stake in Godrej Industries from Jamshyd Godrej family

The Adi/Nadir Godrej family, along with other family members/trusts, has made an open offer to the shareholders of Astec Lifesciences to acquire an additional 26 per cent stake from the public as part of the family settlement agreement (FSA), according to an announcement to the stock exchanges on Wednesday.

The offer, made at the price of Rs 1,069.75 per share, was triggered by the Adi/Nadir family's plan to acquire a 20.84 per cent stake in Godrej Industries (GIL) from the Jamshyd Godrej/Smita Crishna Godrej family, according to the FSA announced on Tuesday.

The open offer, if fully accepted, will cost Rs 545 crore to the Adi/Nadir family, the announcement said.

Rishad K Naoroji, another member of the promoter group of Godrej Industries, will retire from Anamudi Real Estates, a promoter entity, and only the Adi Godrej family will continue to be partners in Anamudi Retirals.

Anamudi holds a 0.57 per cent stake in GIL, which will be controlled by the Adi/Nadir Godrej family.

As a result of the FSA, the total voting rights of the Adi/Nadir family and Anamudi in GIL will increase to 52.01 per cent. Godrej Industries, in turn, holds a 64.88 per cent stake in Godrej Agrovet (GAVL); a 23.7 per cent stake in Godrej Consumer Products, and a 47.3 per cent stake in Godrej Properties.

As a separate and distinct transaction from the family settlement, and with the aim of further consolidating their shareholding in GIL, the Adi/Nadir family intends to acquire a 12.65 per cent stake in GIL from RKN Enterprises, another member of the promoter group of GIL. Consequently, the total voting rights of the Adi/Nadir family and Anamudi in GIL may further increase to 64.66 per cent, the announcement said.

The Adi/Nadir family’s stake in GIL prior to the transaction was 30.61 per cent, and after the completion of the underlying transaction, the total voting rights of the acquirers, along with Anamudi, in GIL will rise to 64.66 per cent, gaining full control of GIL, the open offer announcement said.

However, as both the acquirers (Adi/Nadir family) and the sellers (Jamshyd family) have been disclosed as promoters or part of the promoter group of GIL in its shareholding pattern disclosed to the stock exchanges for more than three years, the acquisition will be undertaken in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)/Sebi (SAST) regulations.

Thus, the announcement said, the acquisition of shares, voting rights, and control over GIL by the acquirers is exempt from the requirement of making an open offer as per the Sebi (SAST) regulations.

Furthermore, GIL holds 64.88 percent of the issued share capital of Godrej Agrovet (GAVL), a listed entity. Therefore, upon completion, the underlying transaction will result in an indirect acquisition of the majority of the voting rights in and control over GAVL by the acquirers.

However, as both the acquirers and the sellers have been disclosed as promoters or part of the promoter group of GAVL for more than three years, the acquisition will be undertaken in compliance with the Sebi (SAST) guidelines.

GAVL, in turn, holds a 64.75 per cent stake in Astec Lifesciences, and upon completion, the underlying transaction will result in an indirect acquisition of the majority stake in Astec. While GAVL is disclosed as a promoter of Astec Lifesciences, the acquirers and the sellers (Jamshyd family) have not been explicitly disclosed as promoters or part of the promoter group of Astec Lifesciences in its shareholding pattern disclosed to the stock exchanges for more than three years.

Hence, an exemption in line with Sebi takeover rules may not be available, and therefore, this open offer is being made in accordance with the Sebi (SAST) regulations, the statement said.