Open offer not needed for Akzo Nobel in ICI takeover: Sebi

Open offer not needed for Akzo Nobel in ICI takeover: Sebi

Mumbai: Market regulator Sebi on 11 December said Dutch paint manufacturer Akzo Nobel, which acquired the Indian arm of UK-based Imperial Chemical Industries (ICI), need not make an open offer to the local entity’s shareholders.

“The provisions of Regulations 10 and 12 of the Takeover Regulations shall not apply to the indirect acquisition or control over ICI India by Akzo Nobel and it will not have any obligation to make an open offer to acquire shares of ICI India," the regulatory authority informed the Dutch firm in a communication.

The Netherlands-based Akzo Nobel had proposed to acquire the entire 52.96% of ICI stake in ICI India Ltd. The Board of Directors of ICI and the Board of Management and Supervisory Board of Akzo Nobel said in August this year that they had reached an agreement on the terms of the takeover.

For the scheme to be effective under the British laws, the approval of ICI shareholders must be obtained. Akzo Nobel had sought a clarification from Sebi whether it would require to make an open offer to shareholders of ICI India Ltd.

Sebi said open offer is not binding if shares of the listed company are acquired in a scheme of arrangement or reconstruction. However, it clarified that its interpretation was based on the representation made by Akzo Nobel and different facts or conditions might yield different interpretation.