After $10.5-bn deal, Adani makes open offer for Ambuja and ACC stake

A day after announcing a $10.5-billion (about Rs 81,000-crore) deal to acquire Holcim’s stake in Ambuja Cements and its subsidiary ACC, the Adani family on Monday made open offers to the public shareholders of the two companies which would cost the conglomerate Rs 31,139 crore.

In a notice to the stock exchanges, ICICI Securities and Deutsche Equities India, the joint managers to the open offers, said that Holderfin BV, a company incorporated in the Netherlands, was selling its entire stake in HolderInd Investments, a Mauritius-based firm which owns stakes in Ambuja Cements and ACC. Ambuja, in turn, owns 50 per cent in ACC.

On a combined basis, this would be among the largest open offers in the history of India’s capital markets.

In 2013, Unilever had announced a Rs 29,220-crore open offer to acquire 487 million shares of Hindustan Unilever to raise its stake by about 22 per cent.

According to the notice, Endeavour Trade and Investment, a Mauritius-based entity owned by the Adani family, will buy up to 516 million shares, representing 26 per cent of the share capital of Ambuja Cements, at a price of Rs 385 per share, aggregating to a total consideration of Rs 19,879 crore. Similarly, the Adani family offered to buy 26 per cent of ACC at a price of Rs 2,300 per share for Rs 11,259 crore (assuming full acceptance).

This open offer has been triggered following the execution of the share purchase agreement between the Adani group and Holcim to acquire a controlling stake in the latter’s businesses in India for $6.5 billion (over Rs 50,000 crore).

The shareholder of Endeavour Trade and Investment is Xcent Trade and Investment, a Mauritius-incorporated company, and the promoter of the acquirer is Acropolis Trade and Investment. The ultimate beneficial ownership of Acropolis Trade and Investment is held by certain members of the Adani family, the notice said.

A banker said several foreign banks, including Standard Chartered Bank, Barclays Capital, and Deutsche Bank, and Abu Dhabi-based sovereign fund had agreed to fund the Adani family’s bid for the cement companies.

The transaction is subject to the receipt of the required statutory approval and other terms and conditions mentioned in the public announcement, and in the detailed public notice that will be issued in accordance with the Sebi (Substantial Acquisition of Shares and Takeovers) Regulations.

Ambuja and ACC currently have a combined installed production capacity of 70 million tonnes per annum. The two companies together have 23 cement plants, 14 grinding stations, 80 ready-mix concrete plants, and over 50,000 channel partners across India.