Suzlon Energy's subsidiary has signed an irrevocable undertaking to accept the offer of ZF Friedrichshafen AG for its 26.06 per cent equity interest in Hansen Transmissions International NV, Belgium, for about $187 million.
Suzlon Energy said that AE-Rotor Holding BV of the Netherlands, an indirect wholly-owned subsidiary of Suzlon, currently holds 174,632,079 depository receipts in Hansen, representing 26.06 per cent of the voting capital of Hansen, had signed an irrevocable undertaking in favour of ZF under which it has agreed to accept the proposed offer subject to certain terms and conditions.
Buy and sell
In 2006, Suzlon acquired Hansen, the world's second largest wind turbine gearbox maker, for about $565 million (about Rs 2,700 crore).
In January, 2009, it sold 10 per cent of its stake in a private equity deal to UK-based investment firm Ecofin for about Rs 600 crore.
Suzlon, again sold 35.22 per cent of its stake in Hansen for $370 million (about Rs 1,700 crore) in November through a book building process to private equity investors.
Sale offer
The current sale of the balance of 26.06 per cent follows the offer made by ZF Friedrichshafen AG and Hansen Transmissions International NV, Belgium, in connection to their agreement on the terms of a recommended cash offer to be made by ZF International BV, a wholly-owned subsidiary of ZF, for the entire issued and to be issued share capital of Hansen at 66 pence per ordinary share. The offer works to about £444.8 million.
AE-Rotor Holding obligation to accept the offer under the irrevocable undertaking will lapse in certain circumstances, including if a firm intention of offer for Hansen's shares is made by a third party that is at least 12.5 per cent higher than that offered ZF.
In the offer announcement, the directors of Hansen have said that they consider it to be fair and reasonable and have unanimously recommended that the shareholders of Hansen accept it.
ZF and Hansen have also indicated in the offer announcement that the offer represents a premium of 95.6 per cent over the closing price of 33.75 pence per Hansen share on July 22, 2011, as also a premium of 60.2 per cent over the volume weighted average price of 41.19 pence per Hansen share for the three-month period ended July 22, 2011.
Referring to ZF's offer, Mr Tulsi Tanti, Chairman and Managing Director, Suzlon Group, said, “This is in line with our strategy to optimise and strengthen our balance-sheet.
“Suzlon and Hansen have developed a strong partnership on technology and supply chain, Hansen has a significant presence in low cost country manufacturing, while maintaining technological edge and reliability. We expect this partnership to continue and strengthen further over the mid-term,” he said.
The offer announcement, which contains a summary of the terms and conditions, is available on London Stock Exchange Web site.
On Monday, Suzlon scrip on BSE closed 3.02 per cent higher at Rs 54.50.