SEBI to take a call on takeover code soon

PTI New Delhi | Updated on April 13, 2011

Market regulator SEBI is likely to give its final view on the Takeover Code for merger and acquisition deals at its board meeting scheduled later this month.

“We are in consultation process. Probably we will get it (Takeover Code) through in the next Board meeting,” SEBI Executive Director Ms Usha Narayanan told reporters on the sidelines of an Assocham event here.

As per the Takeover guidelines proposed by a Sebi Panel headed by Mr C Achuthan in July last year, an entity buying 25 per cent stake in a company will need to make an open offer to the rest of the shareholders.

Under the existing norms, the trigger point for making an open offer to shareholders was acquisition of 15 per cent equity in the target company through market operations or through a negotiated deal.

Sebi had sought comments from various stakeholders on the Achuthan report.

“The two issues that got maximum feedback is relating to non-compete fee,” Ms Narayanan said.

In his report, Achuthan had recommended abolishing non-compete fees to be paid by acquirer to the promoter of the target company.

In mergers and acquisition deals, a non-compete fee is paid by the acquirer to the promoters of the target company for not entering the same trade, and such payments could be as high as up to 25 per cent of the deal value.

If the report of the SEBI takeover panel is accepted by SEBI, the open offer would be available to all shareholders.

The proposed new norm of making an open offer for 100 per cent stake would give all shareholders an opportunity to exit the company and get fair price for their equity stake.

At present, the open offer is for 20 per cent of the share capital.

The Achuthan panel was set up in September 2009 with the aim to provide guidelines that will shape acquisitions in India for the next 5-10 years.

Published on April 13, 2011

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