India Cement Ltd (ICL) would remain a listed entity as the acquirer, UltraTech, has no "intention to delist" the South-based rival cement company, the Aditya Birla group firm said in a regulatory filing.
The ownership of the Indian Premier League (IPL) cricket team Chennai Super Kings (CSK), controlled by India Cements promoters N Srinivasan and his family, will remain unchanged.
Axis Capital, managing the open offer for UltraTech, in a copy of a public announcement, submitted to exchanges on Monday said, the leading cement player intends to acquire 8.05 crore shares of ICL, which is 26 per cent of the shareholding of the Chennai-based cement manufacturer.
"The acquirer does not have an intention to delist the target company (ICL) pursuant to this open offer," it said.
The open offer is "at a price of Rs 390 per offer share aggregating to a total consideration of up to Rs 3,142.35 crore", which will be subject to the receipt of the required statutory approval from fair trade regulator CCI.
The offer price is 3.53 per cent higher as the shares of ICL were trading at Rs 376.70 apiece on the BSE, up 0.56 per cent from the previous close.
On Sunday, Aditya Birla Group flagship company UltraTech Cement announced to acquire a 32.72 per cent stake in India Cements from promoters and their associates for Rs 3,954 crore, which will allow it to expand its footprint in the highly competitive and fast-growing Southern cement market, particularly Tamil Nadu.
"Further, pursuant to the consummation of the underlying transaction, the sellers forming part of promoter and promoter group of the target (ICL) intend to be reclassified as public shareholders in accordance with the procedures contained in the SEBI (LODR), Listing Obligations and Disclosure Requirements, Regulations," said.
"In addition, Chennai Super Kings Cricket Limited (being a member of the promoter group of target) also intends to be reclassified as public shareholders in accordance with the procedures contained in the SEBI (LODR) Regulations," it said.
The proposed shareholding of UltraTech after the acquisition of a 32.72 per cent stake in India Cements from promoters and their associates, will be 55.49 per cent.
In case of full acceptance of the IPO (Initial Public Offer), UltraTech's proposed shareholding in ICL would "constitute up to 81.49 per cent of the equity share capital" of the company.
A Detailed Public Statement (DPS) "would be published on or before August 2, 2024, i.e., within five working days of this public announcement, in accordance with the SEBI (SAST), Substantial Acquisition of Shares and Takeovers, Regulations," it said.
"The DPS shall contain details of the open offer, including information on the offer price, the acquirer, the target company, the background to the offer, the statutory approvals required for the open offer, relevant conditions (including conditions precedent) as specified under the SPAs (share purchase agreements) and details of financial arrangements and other terms of the open offer," it said.