The Adi/Nadir Godrej family has jointly with other family members/trusts offered to the shareholders of Astec Lifesciences to acquire an additional 26 per cent stake from the public as part of the family settlement agreement (FSA), a stock exchange filing stated on Wednesday. This comes hours after the Godrej family announced that they had sealed the deal to amicably split the 127-year-old conglomerate.
As per the company’s filing, the offer, made at the price of Rs 1,069.75 per share, was triggered as the Adi/Nadir family’s plan to acquire 20.84 per cent stake in Godrej Industries (GIL) from the Jamshyd Godrej/Smita Crishna Godrej family as per the FSA announced on Tuesday. The open offer, on full acceptance, will cost Rs 545 crore to the Adi/Nadir family, the filing said.
“This is to inform you that Astec LifeSciences Limited (the “Astec”) has received a copy of Public Announcement dated April 30, 2024 in relation to the Offer to the Shareholders of Astec by Mr. Nadir Godrej (“Acquirer 1”), Ms. Tanya Dubash (“Acquirer 2”), Ms. Nisaba Godrej (“Acquirer 3”) and Mr. Pirojsha Godrej (“Acquirer 4”) (collectively, “Acquirers”) and persons acting in concert with them,” the filing stated.
Godrej Industries indirectly holds shares in Astec LifeSciences, a subsidiary of Godrej Agrovet. Godrej Industries has a 64.88 per cent stake in Godrej Agrovet, which is owned by Godrej Industries; a 23.7 per cent stake in Godrej Consumer Products and 47.3 per cent stake in Godrej Properties.
Offer details
> Up to 50,99,035 fully paid up equity shares of face value of Rs 10 each of the Target Company (“Offer Shares”), constituting in the aggregate 26.00% of the Expanded Voting Share Capital of the Target Company (as on the 10th working day from the closure of the tendering period for the Offer) after taking into account 2,465 employee stock options already vested or which shall vest on or prior to December 31, 2024 (“Expanded Voting Share Capital”) at a price of Rs 1,069.75 per Offer Share aggregating to a total consideration of up to Rs 545.46 crore.
> The Open Offer is being made at a price of INR 1,069.75 per Offer Share, which shall be enhanced by an amount equal to a sum determined at the rate of 10% (ten per cent) per annum for the period between the date of signing the FSA (as defined below) i.e. April 30, 2024 and the date of publication of the DPS pursuant to Regulation 8(12) of SEBI (SAST) Regulations, and such enhanced price (“Offer Price”) will be specified in the DPS.
> The Offer Price will be paid in cash by the Acquirers and/ or the PACs in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations, the terms and conditions mentioned in this Public Announcement and to be set out in the DPS and the Letter of Offer that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
> Type of offer: The Offer is a mandatory offer made by the Acquirers and the PACs in compliance with Regulations 3(1), 4 and 5(1) of the SEBI (SAST) Regulations pursuant to the Underlying Transaction. The thresholds specified under Regulation 5(2) of the SEBI (SAST) Regulations are not met and, accordingly, this Offer does not constitute a ‘deemed direct acquisition’ under the SEBI (SAST) Regulations. This Offer is not subject to any minimum level of acceptance.
Family settlement agreement
As per Family settlement agreement, Adi Godrej and his brother Nadir will be keeping Godrej Industries that has five listed firms, his cousins Jamshyd and Smita will be getting unlisted Godrej & Boyce and its affiliates and a land bank, including prime properties in Mumbai.
Godrej Industries Group — which includes the listed companies Godrej Industries, Godrej Consumer Products, Godrej Properties, Godrej Agrovet and Astec Lifesciences — will have Nadir Godrej as chairperson and will be controlled by Adi, Nadir and their immediate families.
Pirojsha Godrej, Adi’s son, will be the executive vice chairperson of GIG and will succeed Nadir as the chairperson in August 2026.
Real estate worth crores of rupees, mostly in prime land in Mumbai suburbs, will remain under Godrej & Boyce (G&B), and a separate agreement will be worked out to govern the ownership rights.
It owns 3,400 acres of land in Mumbai, including a 3,000-acre parcel in Vikhroli, Mumbai.
To enable the split, the two sides quit the boards of companies in rival camps. So, Adi and Nadir Godrej resigned from the Godrej & Boyce Board, while Jamshyd Godrej left his seat on the boards of GCPL and Godrej Properties.
Shares of Astec Lifesciences closed at Rs 1287.65 on Wednesday, up by 5%.
