Jupiter Metal raises open offer price to buy 30% in Kalindee Rail3 min read . Updated: 25 Jul 2013, 12:42 AM IST
Jupiter Metal raises open offer price to `70 per share from `65 to counter Texmaco’s offer price of
Mumbai: The battle for buying a controlling stake in Kalindee Rail Nirman (Engineers) Ltd has intensified with Jaipur-based engineering and construction company Jupiter Metal Pvt. Ltd raising the offer price for its hostile bid.
Jupiter Metal, on Wednesday, said it has increased its open offer price to ₹ 70 per share from ₹ 65 to buy 30% of Gurgaon-based Kalindee Rail in order to counter an offer made by Kolkata-based rail wagon maker Texmaco Rail and Engineering Ltd’s at a price of ₹ 68 a share.
Jupiter Metal has raised the price to ₹ 70 per share, adviser Ashika Capital Ltd told BSE on behalf of the company. The offer price is at a 4.2% discount to Kalindee Rail’s Tuesday’s closing stock price of ₹ 73.10.
On 20 July, Texmaco Rail said it had decided to offer to buy a 30% stake in Kalindee Rail from shareholders after buying out the entire promoters’ stake of 11.74% in the firm. Texmaco Rail said that ICICI Securities Ltd, on behalf of the company, had offered to buy 4.95 million shares of Kalindee Rail at a price of ₹ 68 per share.
Texmaco Rail’s open offer was also in response to Jupiter Metal’s hostile takeover attempt by launching a conditional and voluntary open offer to by as much as 30% in Kalindee Rail.
Texmaco Rail currently owns 36.64% stake in Kalindee Rail and is looking to acquire more via the open offer.
On 13 July, Kalindee Rail decided to sell 24.9% of equity through preferential allotment of shares to Texmaco Rail at ₹ 63.13 per share to preempt Jupiter Metal’s hostile bid.
Jupiter Metal is promoted by D.P. Kothari and Texmaco Rail is controlled by Saroj Poddar-led Adventz Group. Kalindee Rail is promoted by R.D. Sharma, who is also the chairman and managing director of the company.
According to India’s takeover rules, if a company acquires a 25% stake in a publicly traded company, it must offer to buy at least an additional 26% from the company’s public stakeholders. The guidelines also allow a company to launch an open offer without holding any shares.
Mint could not immediately reach Texmaco Rail for a comment.
Battle for Kalindee Rail
2 July: Kalindee Rail informs BSE that a board meeting would be held on 5 July to consider raising money by way of equity or warrants on preferential basis.
3 July: Rumours about a company attempting a hostile takeover of Kalindee Rail
5 July: Kalindee Rail postpones a board meeting for preferential allotment citing “reasons beyond the control of management".
8 July: Kalindee Rail informs BSE that the board meeting will be held on 11 July to consider preferential allotment.
10 July: Little-known Jupiter Metal Pvt. Ltd launches a voluntary and conditional open offer to buy 30% stake with an offer price of ₹ 65 a share.
11 July: Kalindee Rail informs BSE that it took note of Jupiter Metal’s open offer and it will evaluate all options in the view of “this new scenario and sudden development".
13 July: Kalindee Rail, at its board meeting, approves equity issuance of 24.9% stake via preferential allotment to Texmaco Rail and Engineering Ltd to avert the hostile takeover.
14 July: Jupiter Metal alleges that Kalindee Rail had violated capital market regulations by allotting equity via preferential allotment when an open offer is progressing. It said it will write to the capital markets regulator on this violation.
17 July: Jupiter Metal says it will launch open offer on 3 September and will close on 17 September.
19 July: Kalindee Rail informs BSE that it has sold shares to Texmaco Rail on preferential basis at ₹ 65.13 a share.
20 July: Temaxco Rail buys entire promoters’ stake of 11.74% of expanded equity at ₹ 65 a share. Simultaneously, ICICI Securities Ltd, on behalf of Texmaco Rail, filed the open offer document to buy 30% stake in Kalindee Rail at ₹ 68 apiece.
21 July: Jupiter Metal says it will come out shortly with its enhanced offer price. Kalindee Rail says that it will continue to control the management even as Texmaco Rail will induct two to three directors into Kalindee Rail board.
23 July: Jupiter Metal revises the open offer price to ₹ 70 a share from its previous offer of ₹ 65 a share.
Source: BSE, Companies