Federal-Mogul open offer case: SAT dismisses Tenneco appeal, asks to deposit amount within 4 weeks

The Securities Appellate Tribunal (SAT) on Thursday dismissed appeals against Sebi's order for an higher open offer price for shareholders of Federal-Mogul following its acquisition by US-based Tenneco Inc and has asked the acquirer to deposit the amount within four weeks in the escrow account.

The issue relates to the valuation of the shares of Federal-Mogul Goetz (India) Ltd or FMG by Tenneco Inc arising out of open offer for acquisition of 25.02 per cent.

The Securities and Exchange Board of India (Sebi) had in March asked Tenneco to increase the open price for acquiring shares of FMG from Rs 400 apiece to Rs 608.46 apiece after shareholders raised concerns.

Following this, Tenneco moved SAT against Sebi's revised open offer price saying the regulator did not give them a chance to present their case. Tenneco wanted that Sebi's order be set aside and instead the offer price of Rs 400 be upheld.

The tribunal had also referred the matter back to Sebi for a fresh look.

In a fresh order passed on Thursday, the tribunal has dismissed the appeals of Tenneco and others with regard to increase in the valuation in the matter of Federal Mogul's open offer.

"Since the offer price has now increased to Rs 608.46, the acquirer (Tenneco) is required to make good the deficiency," it added.

However, considering the fact that on account of dispute being raised by the acquirer and others, the consideration towards the offer price is still being enjoyed by the acquirer.

"We direct the acquirer to deposit the total consideration towards the offer price in the escrow account under ...the SAST Regulation within four weeks from today after adjusting the amount already deposited so as to complete the payment of consideration to shareholders who have tendered their shares in acceptance of the open offer," the tribunal noted.