Description

Northern TK Venture Pte. Ltd. along with PACs makes cash offer of INR 17.60 per equity share plus interest of INR 18.36 for original shareholders to acquire up to 26.11% voting share capital of Fortis Malar Hospitals Limited.

Summary

Northern TK Venture Pte. Ltd. (Acquirer) along with Persons Acting in Concert (PACs) - IHH Healthcare Berhad and Parkway Pantai Limited - has issued a Letter of Offer to public shareholders of Fortis Malar Hospitals Limited. The offer is made pursuant to Regulations 3(1), 4 and 5(1) of SEBI (SAST) Regulations to acquire up to 4,894,308 fully paid up equity shares representing 26.11% of the voting share capital.

Key Points

  • Offer Price: INR 17.60 per fully paid up equity share of face value INR 10 each
  • Interest for Original Shareholders: INR 18.36 per equity share (total consideration INR 35.96)
  • Target Shares: Up to 4,894,308 equity shares (26.11% of voting share capital)
  • Target Company: Fortis Malar Hospitals Limited, registered office at Fortis Hospital, Sector-62, Phase-VIII, Mohali, Punjab-160062
  • Acquirer: Northern TK Venture Pte. Ltd., registered in Singapore
  • PAC 1: IHH Healthcare Berhad, registered in Kuala Lumpur, Malaysia
  • PAC 2: Parkway Pantai Limited, registered in Singapore
  • Offer Type: Not conditional upon minimum level of acceptance per Regulation 19
  • Not a Competing Offer: As per Regulation 20 of SEBI (SAST) Regulations

Regulatory Changes

This offer is made in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. The offer follows the prescribed framework for mandatory open offers under SEBI (SAST) Regulations.

Compliance Requirements

  • Public shareholders of Fortis Malar Hospitals must review the Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement and Transfer Form (Form SH-4)
  • Shareholders who recently sold equity shares should hand over the LOF to the stock exchange member through whom the sale was effected
  • Shareholders accepting the offer must submit valid share certificates and documents during the Tendering Period
  • As on the date of LOF, no statutory approvals are required to implement the Open Offer
  • If statutory approvals become applicable prior to completion, the offer would be subject to receipt of such approvals
  • Acquirer and PACs will not proceed if required statutory approvals are refused per Regulation 23

Important Dates

  • Completion Timeline: Acquirer and PACs shall complete all procedures within 10 Working Days from closure of Tendering Period
  • Payment Timeline: Payment of consideration to be made to public shareholders whose share certificates and documents are found valid and in order within the completion timeline
  • Tendering Period: To be specified in the detailed public announcement

Impact Assessment

Market Impact: High - This is a significant takeover action involving a substantial 26.11% stake in Fortis Malar Hospitals Limited, a healthcare company. The offer provides an exit opportunity for public shareholders at a premium (including interest component).

Shareholder Impact: High - Public shareholders have the opportunity to tender their shares at INR 17.60 per share, with original shareholders entitled to additional interest of INR 18.36 per share. This represents an important liquidity event for minority shareholders.

Corporate Governance Impact: The acquisition by Northern TK Venture (Singapore entity) along with IHH Healthcare Berhad (Malaysian entity) and Parkway Pantai Limited indicates potential consolidation of healthcare assets and foreign investment in Indian healthcare sector.

Regulatory Compliance: The offer follows SEBI (SAST) Regulations framework, ensuring transparency and fair treatment of public shareholders through the mandatory open offer mechanism.

Impact Justification

Major corporate action involving takeover offer for 26.11% stake in Fortis Malar Hospitals by Northern TK Venture and PACs under SEBI SAST Regulations with significant cash consideration to public shareholders