Sulzer India Outcome Of Board Meeting (04-Mar-2010)
Sulzer India Ltd has informed that the meeting of the Board of Directors of the Company was held on March 04, 2010, to consider the proposal of Sulzer Ltd, Switzerland. the promoter and majority shareholder of the Company, received vide its letter dated March 04, 2010, to acquire the equity shares held by public shareholders in the Company pursuant to and in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Delisting Regulations) and to seek delisting of the equity shares of the Company from all the stock exchanges where such shares are presently listed i.e. Bombay Stock Exchange Ltd.
The proposal, inter alia, states that:
1. Pursuant to and in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Delisting Regulations) Sulzer Ltd Switzerland, (Acquirer), intends to acquire the balance equity shares held by public shareholders in the Company and to seek delisting of equity shares of the Company from all the stock exchanges where it is presently listed i.e. Bombay Stock Exchange Ltd.
2. The acquisition and delisting will facilitate the Acquirer in integrating the Company into its global operations with increased operational flexibility.
3. The Acquirer believes that the delisting proposal is in the best interest of the public shareholders of the Company and provides them an exit opportunity to tender their equity shares.
4. As per the Acquirer letter, the current 26 weeks average price preceding the statement is around Rs. 855, the current 2 weeks market price preceding the statement is around Rs. 792 and the closing price as of February 26, 2010 is at Rs. 795. Accordingly, subject to the number of shares required for delisting being offered at this price and all regulatory approvals being obtained, the Acquirer may acquire the shares offered to it at Rs. 870 (Rupees Eighty Hundred Seventy Only) per share.
In the Board Meeting held on March 04, 2010, the Board of Directors of the Company decided that the said proposal be communicated to and recommended for approval by the members of the Company in terms of the Delisting Regulations. The Board for this purpose intends to seek the approval of the shareholders through Postal Ballot for the proposed delisting of the equity shares of the Company from Stock Exchanges where its shares are listed, on the requisition of the Acquirer.
Pursuant to the provisions of Section 192A of the Company Act, 1956 read with the Companies (Passing Resolution by Postal Ballot) Rules, 2001, notice along with the Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 will be mailed to all the Members of the Company in due course of time.
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