Updates on Open Offer

Kotak Mahindra Capital Company Ltd ("Manager to the Offer") for and on behalf of Tyco Electronics Ltd ("Acquirer") has issued this Corrigendum to the Public Announcement ("PA") to the shareholders of ADC India Communications Ltd ("Target Company"), which is in continuation of and should be read in conjunction with the PA dated March 04, 2011, pursuant to and in compliance with, among others, regulation 10 and regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto ("Regulations").

Shareholders are requested to kindly note the following:

1. The name of the Acquirer was changed from Tyco Electronics Ltd to TE Connectivity Ltd with effect from March 10, 2011.

2. The Acquirer has inducted three nominees on the Board of Target Company at Target Companys board meeting held on March 29, 2011 (which was more than 21 days after the date of the PA and the Cash Deposit made in escrow by the Acquirer is in excess of 100% of the Maximum Consideration). The Managing Director of the Target Company at the time of PA ceased to be in employment with the Target Company with effect from March 31, 2011. The Board of Directors of the Target Company at its meeting held on March 29, 2011, has approved the appointment of Mr. Sanjay Handu, nominee of the Acquirer, as managing director of Target
Company, for five years effective from April 1, 2011. These appointments are subject to approval by the shareholders of the Target Company. In light of the foregoing, paragraph 23 of PA stands amended as above.

3. Paragraph 7(a) of the PA has been revised and the following language has been added:

"ADCs share of Total Income of Target Company constitutes only 0.99% of consolidated sales of ADC and ADCs share of PAT of Target Company constitutes 0.51% of consolidated PAT (after adjusting for minority interest) of ADC."

4. Paragraph 21(a) of the PA has been revised and should be read as follows:

"As of date of this public announcement, the Acquirer does not have any specific plans to dispose off or otherwise encumber any assets of the Target Company in the next 2 (two) years except in the ordinary course of business of the Target Company, and except to the extent required for the purpose of restructuring and/or rationalization of operations, assets, investments, liabilities or otherwise of the Target Company and except to the extent already contracted by the Target Company. Provided however that the Acquirer shall not sell, dispose of or otherwise encumber any substantial asset of the Target Company except with the prior approval of the shareholders of the Target Company as may be required under applicable laws."

5. Paragraph 24 of the PA has been revised and should be read as follows:

"This Offer is subject to the Acquirers obtaining all necessary approvals including approval of the RBI under FEMA, for the acquisition/transfer of the Shares tendered pursuant to this Offer, as required. The Acquirer has filed an application dated April 26, 2011 with RBI for such approval."

FIPB Approval is no longer required for the Offer.

6. Paragraph 27 of the PA has been revised and should read as follows:

"The Acquirer intends to launch an offer to delist the Target Company in compliance with the applicable regulations in the next 3 years."

7. The revised activity schedule for the Offer is as follows:


Activity Original Schedule Revised Schedule
Specified Date March 11, 2011 March 11, 2011
Date of Opening of the Offer April 18, 2011 May 13, 2011
Date of Closing of the Offer May 09, 2011 June 01, 2011

The other terms & conditions of the Offer remain unchanged.

Source : BSE - >www.bseindia.com

Published on May 10, 2011


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