Cyanamid-John Wyeth Swap At 21:2
Cyanamid India Ltd, the 40 per cent pharma subsidiary of American Home Products, has announced swap ratios for the merger of Wyeth (India) Pvt Ltd and John Wyeth (India) Ltd with itself.
The company has also disclosed that it will receive 52 lakh shares of Cyanamid Agro Ltd (CAL) in return for transferring its agro division to CAL.
Cyanamid has called an extraordinary general meeting of its shareholders to approve the three-way merger and the hiving off of the agro division to CAL.
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On February 18 this year, the companies at separate board meetings, had decided to merge three companies, Wyeth (India) Pvt Ltd, John Wyeth (India) Ltd and Wyeth Laboratories Ltd with itself.
At that time, it had announced a 2:3 swap ratio for the merger of Wyeth Laboratories, while the ratios for the other two companies were not disclosed.
Cyanamid had then fixed the ratio for the demerger of the agro business at 1:1.
In the notice to the EGM, the company has disclosed that Cyanamid will issue 34,13,222 shares for every one lakh equity share of Wyeth (India) Pvt Ltd.
For John Wyeth (India) Ltd, the swap ratio will issue twenty one equity shares for every two shares of John Wyeth (India) Ltd. Both companies are privately held.
Cyanamid Agro Ltd, the 100 per cent subsidiary of Cyanamid, will issue 52 lakh shares for the transfer of Cyanamids agro division to itself.
The actual value of the sale works out to Rs 31.18 crore.
The difference of around Rs 20 crore between the actual sale value, Rs 31.18 crore and value of Rs 52 crore will go to CALs share premium account, the company has said.
Cyanamid India is a 40 per cent subsidiary of American Home Products Corporation.
American Home Products Corporation had three companies operating in India under the Wyeth name, Wyeth Laboratories Ltd, John Wyeth (India) Ltd and Wyeth (India) Pvt Ltd.
As part of its global restructuring, American Home Products Corporation decided to merge all the four companies into one, and transfer the non-pharma businesses like agro products to Cyanamid Agro, which was in existence.
The scheme of arrangement for the merger and demerger also specifies that Cyanamid (India) Exports Ltd, which was set up for export operations in the pharma, animal health and agro business will remain with Cyanamid India Ltd. After the mergers and the de-merger are through, Cyanamid India will be renamed Wyeth Lederle Ltd.
Cyanamid India Ltd will continue manufacturing operations at its present unit at Valsad in Gujarat.
It will use the facilities of Atul Ltd for a monthly fees or consideration as agreed between the two companies.
The effluent treatment plant of Cyanamid Agro will be used at a cost determined on the basis of operational cost including depreciation.
American Home Products holds 40 per cent equity each in Cyanamid India Ltd, Wyeth Laboratories and John Wyeth (India) Ltd. Wyeth (India) Pvt Ltd is wholly owned by American Home Products.