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Ahmedabad, July 4 The Ahmedabad-based pharmaceutical major Cadila Healthcare Ltd (Zydus Cadila) on Friday said it was restructuring its consumer business and creating a single listed entity.

The process is slated to be completed by early 2009.

The boards of Zydus Cadila and its subsidiary Carnation Nutra Analogue Foods Ltd, at their meetings held today, approved the modalities of the composite scheme of arrangement for restructuring the Consumer Products Division of Zydus Cadila, a company spokesman said in a statement.

The boards have approved the demerger of the Consumer Products Division of Zydus Cadila into Carnation and the merger of Zydus Hospital and Medical Research Pvt Ltd (ZHMRPL) with the parent company. This is to ensure that Carnation continues to remain listed and a subsidiary of Cadila Healthcare, and to retain control over Carnation.

All assets and liabilities of the Consumer Products Division of Zydus Cadila would now become the assets and liabilities of Carnation with effect from the demerger appointed date, April 1, 2008.

As consideration, Carnation would allot to the shareholders of Zydus Cadila four fully paid-up equity shares of Rs 10 each for every15 equity shares of Rs 5 each held in Zydus.

The shares of Carnation will remain listed on the Bombay Stock Exchange (BSE).

The shareholders of Carnation will gain due to the increase in size of operations and benefits of scale. All assets and liabilities of ZHMRPL would become the assets and liabilities of Zydus Cadila, from July 1, 2008, the date of amalgamation.

The 9 crore equity shares held by ZHMRPL in Zydus Cadila would get cancelled and as consideration, Zydus Cadila shall allot 10.08 crore fully paid-up equity shares of Rs 5 each to the shareholders of ZHMRPL.

The restructuring scheme is subject to the requisite consent, approval of the shareholders of all the three companies, the Gujarat High Court , stock exchanges and other regulatory authorities.

Elaborating on the decision to hive off its consumer products business into Carnation, the Chairman and Managing Director, Mr Pankaj R. Patel, said, “It made strategic business sense to create synergies for similar businesses and strengthen long-term business prospects for the group’s consumer products business.”

“By doing this, we would also create long-term value for the shareholders of both companies”, he added.

The Consumer Products Division, which posted sales of Rs 97.9 crore in 2007-08, markets wellness products, including leading sugar substitute ‘Sugar Free’, derma care and specialised skincare products under the brand name ‘Everyuth’.

Introduced in 1988, the company has extended the sugar free brand to health beverages. .

Carnation manufactures and markets Nutralite, a leading table-spread, as a healthier alternative to butter.

Carnation, which was acquired by Zydus Cadila in 2006, recorded a turnover of Rs 56.3 crore in 2007-08.

More Stories on : Restructuring | Pharmaceuticals

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