| ||Outcome of Board Meeting | 10/29/2011 4:26:33 PM|| |
| ||Siemens Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 29, 2011, has considered and approved the Scheme of Amalgamation ("Scheme") under Sections 391 to 394 of the Companies Act, 1956, envisaging, inter alia, amalgamation of Siemens VAI Metals Technologies Pvt. Ltd. (SVAI - a 100% Siemens AG company) and Morgan Construction Company India Pvt. Ltd. (Morgan - a 100% subsidiary of SVAI) with the Company with the appointed date being October 01, 2011.|
The Board of Directors of the Company, after due consideration, approved the share exchange ratio as determined by independent valuer viz. Grant Thornton. The fairness opinion on the valuation is provided by ICICI Securities Ltd., a category - I merchant banker.
The share swap ratio for the proposed scheme has been determined as under:
1,318 (One Thousand Three Hundred and Eighteen) Equity Shares of the Face Value of Rs. 2/- (Rupees Two) each fully paid up of the Company for every 100 (One Hundred) Equity Shares of the Face Value of Rs. 100 (Rupees One Hundred), fully paid up of SVAI (Morgan is a 100% subsidiary of SVAI).
Siemens AG (promoter) currently holds 75% of the equity share capital of the Company and the Scheme has a mechanism to ensure that the public shareholding i.e. 25% will be maintained at all times pursuant to the requirement of the listing agreement.
The proposed Scheme is however, subject to the requisite approvals of the respective shareholders / creditors of the Company and both Transferor Companies, other statutory / regulatory authorities in the respective jurisdictions and subject to the sanction/confirmation by Hon'ble High Court of Judicature at Mumbai and / or any other appropriate authority as may be necessary.