Henkel Spic Open Offer Reaches 'Dead' End
Imagine a situation when a company, after acquiring nearly 81 per cent stake in a firm through negotiated deals, has failed to get the remaining 19 per cent shareholding by public offer. And that too, after offering a price 1,807 per cent higher than the ruling market rate.
Sounds strange? It's happened to Henkel Spic India, the joint venture of the German detergents major Henkel with Spic, to acquire minority shareholding in Calcutta Chemical Company (Calchem). The reason: nearly nine per cent of the 19 per cent minority shareholders are said to be dead or untraceable.
In addition, sensing that Henkel Spic India, which is keen to get 100 per cent control over Calchem, may offer something more soon, several shareholders declined to sell their entire holdings at one go.
As a result, Henkel Spic has got the management control but falls short of the desired 100 per cent stake in Calchem.
Henkel Spic, which had acquired Shaw Wallace's 55 per cent stake in Calchem at a rate of Rs 267 per share more than a year ago, has recently purchased nearly 26 per cent shareholding of the city-based Krishna Das Paul at a negotiated price. Then it came out with the public offer, priced at Rs 267 per share, to acquire the minority shareholding. The offer closed last month.
A Calchem source said Henkel Spic has got nothing to lose as it has already acquired the management control in the company. " Henkel Spic came out with the offer to conform to the Sebi norms. Those who did not opt for the offer will lose as the scrip will be delisted from the bourses soon. "The Sebi norms make mandatory delisting for the companies which have less than 20 per cent shares with the minority shareholders.
Henkel Spic officials could not be reached. However, an expert in corporate law and management said, as Calchem will not be termed a 100 per cent subsidiary of Henkel Spic, it will cause "some technical problems" to the latter." Having a 76 per cent stake is enough to effectively manage a company. So no point in acquiring 91 per cent stake if one fails to get the 100 per cent control, " he added.