Description

Updated letter of offer by Northern TK Venture Pte. Ltd. along with PACs to acquire 26.10% expanded voting share capital of Fortis Healthcare Limited at INR 170 per equity share plus applicable interest of INR 53.80 per share to original shareholders.

Summary

Northern TK Venture Pte. Ltd. (Acquirer) along with Persons Acting in Concert (IHH Healthcare Berhad and Parkway Pantai Limited) has issued an updated letter of offer to acquire up to 197,025,660 fully paid up equity shares representing 26.10% of the expanded voting share capital of Fortis Healthcare Limited. The offer price is INR 170 per equity share (face value INR 10) plus applicable interest of INR 53.80 per share payable to original shareholders. This open offer is being made pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations for substantial acquisition of equity shares and voting rights accompanied by change in control over management.

Key Points

  • Offer Price: INR 170 per fully paid up equity share of face value INR 10
  • Additional Interest: INR 53.80 per equity share payable to original shareholders
  • Offer Size: Up to 197,025,660 equity shares (26.10% of expanded voting share capital)
  • Acquirer: Northern TK Venture Pte. Ltd. (Singapore)
  • PACs: IHH Healthcare Berhad (Malaysia) and Parkway Pantai Limited (Singapore)
  • This updated LOF supersedes the 2018 LOF in entirety
  • Open Offer not conditional upon minimum level of acceptance (Regulation 19)
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations
  • CCI approval received on October 29, 2018

Regulatory Changes

This is an updated letter of offer that supersedes the previous 2018 LOF. The offer is made in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. The offer involves substantial acquisition of shares and voting rights accompanied by change in control over management of the Target Company.

Compliance Requirements

  • Equity shareholders of Fortis Healthcare Limited should review the Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement and Transfer Form (Form SH-4)
  • Shareholders who have recently sold their equity shares should hand over the LOF and accompanying forms to the stock exchange member through whom the sale was effected
  • Shareholders requiring clarification should consult their stock broker, investment consultant, or the Managers to the Offer/Registrar to the Offer
  • Original Shareholders whose shares are accepted will be entitled to receive interest along with the Offer Price as per paragraphs 6.1.9 and 6.2 of the LOF

Important Dates

  • CCI Approval Date: October 29, 2018
  • LOF Issue Date: October 15, 2025
  • Specific offer opening and closing dates not provided in the excerpt

Impact Assessment

Market Impact: High - This is a significant takeover offer involving acquisition of 26.10% voting share capital of a major healthcare company listed on BSE. The offer includes both the base price and substantial interest component totaling INR 223.80 per share.

Shareholder Impact: Original shareholders stand to benefit from both the offer price and applicable interest. The updated offer provides clarity on entitlements and supersedes the 2018 offer.

Corporate Governance Impact: The acquisition involves change in control over management of Fortis Healthcare Limited, which will have significant implications for the company’s strategic direction and governance structure.

Operational Impact: The involvement of international healthcare entities (IHH Healthcare Berhad and Parkway Pantai Limited) suggests potential strategic integration within a larger healthcare network.

Impact Justification

Major takeover offer affecting 26.10% of Fortis Healthcare's expanded voting share capital, involving significant cash consideration and interest payments to original shareholders