Tdpl-Sun Merger Swap Ratio At 1:4

The boards of Tamilnadu Dadha Pharmaceuticals Ltd (TDPL) and Sun Pharmaceuticals Ltd have approved a 1:4 swap ratio for the merger of the companies.

The valuers, Sharp and Tannan and NM Raiji, arrived at the share swap ratio that gives TDPL shareholders one share of Sun Pharma for every four held by them in the company. Sun Pharma will issue 4.12 lakh shares to TDPL and its equity will expand from Rs 14.8 crore to Rs 15.2 crore.

TDPLs promoter, Mohanchand Dadha, who has a 51 per cent holding in the company, will own 2.10 lakh shares in Sun Pharma. The holding will account for 1.38 per cent of Sun Pharmas expanded share capital. He will also be on the Sun Pharma board.

 

With his induction, the strength of the Sun Pharma board will increase from five to six. At present, the board members are Shantilal N Shanghvi, Dilip S Shanghvi, Jayant S Shanghvi, Sudhir V Vadia and Rashmi M Shroff. Shareholding of Sun Pharma promoter Dilip Sanghvi will come down by 2 per cent from the current 73 per cent to 71 per cent of the expanded Rs 15.2 crore equity base.

The merger will come into effect from April 1, 1997, and the scheme of amalgamation will be filed with the high courts at Chennai and Ahmedabad.

A merger decision had been taken at the management level on May 14, although the swap ratio had not been fixed then. Sun Pharma officials are expecting the high court approvals to come by the end of the year.

The combined work-force will be over 2,500, with 1,000 personnel from TDPL and 1,529 from Sun Pharma. Company officials say the work-force-rationalisation has not been worked out.

Sun Pharmas field force will go up from 639 to 1,039. TDPLs marketing divisions, TDPL and Globus, will operate as independent profit centres within the Sun Pharma fold.

After the merger, Sun Pharma will be among the top 15 companies in the pharma industry with a turnover of over Rs 250 crore. TDPL recorded a Rs 63-crore turnover this year, while Sun Pharmas was Rs 190.98 crore.