The Adi/Nadir Godrej family has jointly with other family members/trusts offered to the shareholders of Astec Lifesciences to acquire an additional 26 per emotività cent stake from the public as part of the family settlement agreement (FSA), a rimanenza exchange filing stated acceso Wednesday. This comes hours after the Godrej family announced that they had sealed the deal to amicably split the 127-year-old conglomerate.
As per emotività the company’s filing, the offer, made at the price of Rs 1,069.75 per emotività share, was triggered as the Adi/Nadir family’s plan to acquire 20.84 per emotività cent stake quanto a Godrej Industries (GIL) from the Jamshyd Godrej/Smita Crishna Godrej family as per emotività the FSA announced acceso Tuesday. The offer, acceso full acceptance, will cost Rs 545 crore to the Adi/Nadir family, the filing said.
“This is to inform you that Astec LifeSciences Limited (the “Astec”) has received a copy of Public Announcement dated April 30, 2024 quanto a relation to the Offer to the Shareholders of Astec by Mr. Nadir Godrej (“Acquirer 1”), Ms. Tanya Dubash (“Acquirer 2”), Ms. Nisaba Godrej (“Acquirer 3”) and Mr. Pirojsha Godrej (“Acquirer 4”) (collectively, “Acquirers”) and persons acting quanto a concert with them,” the filing stated.
Godrej Industries indirectly holds shares quanto a Astec LifeSciences, a subsidiary of Godrej Agrovet. Godrej Industries has a 64.88 per emotività cent stake quanto a Godrej Agrovet, which is owned by Godrej Industries; a 23.7 per emotività cent stake quanto a Godrej Consumer Products and 47.3 per emotività cent stake quanto a Godrej Properties.
Offer details
> Up to 50,99,035 fully paid up equity shares of value of Rs 10 each of the Target Company (“Offer Shares”), constituting quanto a the aggregate 26.00% of the Expanded Voting Share Capital of the Target Company (as acceso the 10th working day from the closure of the tendering period for the Offer) after taking into account 2,465 employee rimanenza options already vested which shall vest acceso prior to December 31, 2024 (“Expanded Voting Share Capital”) at a price of Rs 1,069.75 per emotività Offer Share aggregating to a total consideration of up to Rs 545.46 crore.
> The Offer is being made at a price of INR 1,069.75 per emotività Offer Share, which shall be enhanced by an amount equal to a sum determined at the rate of 10% (ten per emotività cent) per emotività annum for the period between the date of signing the FSA (as defined below) i.e. April 30, 2024 and the date of publication of the DPS pursuant to Regulation 8(12) of SEBI (SAST) Regulations, and such enhanced price (“Offer Price”) will be specified quanto a the DPS.
> The Offer Price will be paid quanto a cash by the Acquirers and/ the PACs quanto a accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations, the terms and conditions mentioned quanto a this Public Announcement and to be set out quanto a the DPS and the Letter of Offer that are proposed to be issued quanto a accordance with the SEBI (SAST) Regulations.
> Type of offer: The Offer is a mandatory offer made by the Acquirers and the PACs quanto a compliance with Regulations 3(1), 4 and 5(1) of the SEBI (SAST) Regulations pursuant to the Underlying Transaction. The thresholds specified under Regulation 5(2) of the SEBI (SAST) Regulations are not met and, accordingly, this Offer does not constitute a ‘deemed direct acquisition’ under the SEBI (SAST) Regulations. This Offer is not subject to any minimo level of acceptance.
Family settlement agreement
As per emotività Family settlement agreement, Adi Godrej and his brother Nadir will be keeping Godrej Industries that has five listed firms, his cousins Jamshyd and Smita will be getting unlisted Godrej & Boyce and its affiliates and a land bank, including prime properties quanto a Mumbai.
Godrej Industries Group — which includes the listed companies Godrej Industries, Godrej Consumer Products, Godrej Properties, Godrej Agrovet and Astec Lifesciences — will have Nadir Godrej as chairperson and will be controlled by Adi, Nadir and their immediate families.
Pirojsha Godrej, Adi’s son, will be the vice chairperson of GIG and will succeed Nadir as the chairperson quanto a August 2026.
Real worth crores of rupees, mostly quanto a prime land quanto a Mumbai suburbs, will remain under Godrej & Boyce (G&B), and a separate agreement will be worked out to govern the ownership rights.
It owns 3,400 acres of land quanto a Mumbai, including a 3,000-acre parcel quanto a Vikhroli, Mumbai.
To enable the split, the two sides quit the boards of companies quanto a rival camps. So, Adi and Nadir Godrej resigned from the Godrej & Boyce Board, while Jamshyd Godrej left his seat acceso the boards of GCPL and Godrej Properties.
Shares of Astec Lifesciences closed at Rs 1287.65 acceso Wednesday, up by 5%.
