Description

Northern TK Venture Pte. Ltd. along with IHH Healthcare Berhad and Parkway Pantai Limited make a cash offer of INR 170 per equity share plus INR 53.80 interest to acquire up to 26.10% of Fortis Healthcare Limited's expanded voting share capital.

Summary

Northern TK Venture Pte. Ltd. (Acquirer), along with persons acting in concert IHH Healthcare Berhad (PAC 1) and Parkway Pantai Limited (PAC 2), has issued an updated Letter of Offer for the acquisition of equity shares in Fortis Healthcare Limited. The open offer is made pursuant to SEBI (SAST) Regulations for substantial acquisition of shares and voting rights accompanied by change in control over management. This updated LOF supersedes the 2018 LOF in its entirety.

Key Points

  • Cash offer of INR 170 per fully paid equity share (face value INR 10)
  • Additional interest of INR 53.80 per equity share payable to original shareholders
  • Total consideration: INR 223.80 per share for eligible original shareholders
  • Target acquisition: Up to 197,025,660 equity shares representing 26.10% of expanded voting share capital
  • Offer made under Regulations 3(1) and 4 of SEBI (SAST) Regulations
  • Open offer involves substantial acquisition with change in control over management
  • Not conditional upon minimum level of acceptance (Regulation 19)
  • Not a competing offer (Regulation 20)

Regulatory Changes

This is an updated Letter of Offer that supersedes the previous 2018 LOF in entirety. The offer is being made in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

Compliance Requirements

  • Equity shareholders who have sold shares should hand over the LOF and Form of Acceptance-cum-Acknowledgement to the stock exchange member through whom the sale was effected
  • Shareholders requiring clarifications should consult stock brokers, investment consultants, or Managers/Registrar to the Offer
  • Original Shareholders whose shares are accepted will be entitled to receive interest along with the Offer Price (see paragraphs 6.1.9 and 6.2 of LOF)
  • Competition Commission of India (CCI) approval was received on October 29, 2018
  • If additional statutory approvals become required prior to completion, the Open Offer would be subject to receipt of such approvals

Important Dates

  • CCI Approval Date: October 29, 2018
  • Circular Publication Date: October 15, 2025
  • Specific offer opening and closing dates to be referred in the complete Letter of Offer document

Impact Assessment

Market Impact: High - This is a significant takeover offer for Fortis Healthcare Limited involving change in management control. The offer represents a substantial 26.10% stake in the company.

Shareholder Impact: High - Shareholders receive INR 170 per share as base consideration. Original shareholders are entitled to additional interest of INR 53.80 per share, totaling INR 223.80 per share, representing significant premium consideration for their holdings.

Corporate Governance: The transaction involves change in control over management of Fortis Healthcare Limited, which is a major development for the company’s governance structure.

Acquirer Structure: The acquisition is structured with Northern TK Venture Pte. Ltd. as the primary acquirer, acting in concert with IHH Healthcare Berhad and Parkway Pantai Limited, indicating a coordinated approach by related Singapore and Malaysia-based entities in the healthcare sector.

Impact Justification

Major takeover offer affecting 26.10% of Fortis Healthcare's voting capital with total consideration of INR 223.80 per share including interest for original shareholders