If anyone well versed in legal matters can help clarify the below issues, it will be very helpful:
- The open offer price is determined in accordance with SEBI regulations. Do similar regulations apply for share exchange ratio, and if so, have they been adhered to here? (deal disclosures state exchange ratio is based on a valuation report confirmed by a fairness opinion, but the implied valuation of TCNS is much below the open offer price)
- Are there regulations that disallow promoters to receive higher returns vs non-promoter shareholders in a sale transaction?
- Lastly, at what stage(s) is non-promoter shareholder approval required? Is it required separately for the delisting via share exchange, once the open offer is concluded?
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