Description

Northern TK Venture Pte. Ltd. along with PACs (IHH Healthcare Berhad and Parkway Pantai Limited) makes open offer to acquire up to 26.11% equity shares of Fortis Malar Hospitals Limited at INR 17.60 per share plus applicable interest.

Summary

Northern TK Venture Pte. Ltd. (Acquirer) along with Persons Acting in Concert - IHH Healthcare Berhad and Parkway Pantai Limited - has issued a Letter of Offer for an open offer to acquire up to 4,894,308 fully paid-up equity shares representing 26.11% of the voting share capital of Fortis Malar Hospitals Limited. The offer price is INR 17.60 per equity share of face value INR 10 each, plus applicable interest of INR 18.36 per share payable to original shareholders. This open offer is made pursuant to Regulations 3(1), 4 and 5(1) of SEBI (SAST) Regulations, 2011.

Key Points

  • Acquirer: Northern TK Venture Pte. Ltd. (Singapore registered entity)
  • PACs: IHH Healthcare Berhad (Malaysia) and Parkway Pantai Limited (Singapore)
  • Target Company: Fortis Malar Hospitals Limited (registered in Mohali, Punjab)
  • Offer Price: INR 17.60 per fully paid-up equity share (face value INR 10)
  • Additional Interest: INR 18.36 per equity share payable to original shareholders (as per paragraphs 6.1.10 and 6.2)
  • Shares to be Acquired: Up to 4,894,308 equity shares (26.11% of voting share capital)
  • Type of Offer: Cash offer under SEBI (SAST) Regulations
  • Minimum Acceptance: Not conditional upon any minimum level of acceptance (Regulation 19)
  • Competing Offer: Not a competing offer (Regulation 20)
  • Completion Timeline: All procedures to be completed within 10 working days from closure of tendering period

Regulatory Changes

No regulatory changes introduced. This is a disclosure of corporate action (open offer/takeover) made in compliance with existing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Compliance Requirements

  • Public Shareholders: Should review the Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement and Transfer Form (Form SH-4)
  • Recent Sellers: Shareholders who have recently sold their equity shares should hand over the LOF and accompanying forms to the member of stock exchange through whom the sale was effected
  • Acquirer and PACs: Must complete all procedures within 10 working days from closure of tendering period, including payment of consideration to public shareholders whose share certificates/documents are valid
  • Statutory Approvals: If any statutory approvals are required or become applicable prior to completion, the open offer would be subject to receipt of such approvals. The acquirer will not proceed if such approvals are refused (Regulation 23)

Important Dates

  • Letter of Offer Date: 2025-10-15
  • Completion Deadline: Within 10 working days from closure of tendering period (specific tendering period dates not provided in this excerpt)
  • Payment Timeline: Payment to be made within 10 working days of tendering period closure for valid share certificates and documents

Impact Assessment

Market Impact: High impact on Fortis Malar Hospitals Limited shareholders as this represents a significant ownership change through mandatory open offer. The acquisition of 26.11% stake by Northern TK Venture and PACs (IHH Healthcare and Parkway Pantai) indicates strategic consolidation in the healthcare sector.

Shareholder Impact: Public shareholders have an opportunity to exit at the offer price of INR 17.60 plus interest of INR 18.36 per share (total INR 35.96 for original shareholders). This represents a premium exit opportunity for eligible shareholders.

Operational Impact: The takeover could lead to strategic and operational changes in Fortis Malar Hospitals Limited given the healthcare industry expertise of the acquirer group (IHH Healthcare Berhad is a major healthcare conglomerate). This may result in improved operational efficiencies or integration with the acquirer’s existing healthcare network.

Regulatory Compliance: The offer is structured in full compliance with SEBI (SAST) Regulations, ensuring fair treatment of minority shareholders and transparent disclosure of terms and conditions.

Impact Justification

Major corporate action involving takeover of 26.11% stake in listed healthcare company. Significant for Fortis Malar shareholders as it triggers mandatory open offer under SEBI SAST Regulations with defined pricing and interest payment terms.