Kohinoor Foods, has received its board’s approval to convey, transfer, assign, deliver or otherwise dispose of the business together with all the assets and liabilities, employees, contracts, licenses, agreements etc, as a going concern on a slump sale basis, in the manner set out and subject to the fulfillment of the terms and conditions and the provisions set forth in the Business Transfer Agreement and other Transaction Documents.
The said transfer is proposed to be for an aggregate consideration of Rs 315 crore, subject to working capital adjustments, as set out in the BTA (which consideration includes the amount of non-compete fee paid by the acquirer to the company), to be paid as Rs 273 crore of the consideration shall be paid in cash by the acquirer from the part of the proceeds received by the acquirer by way of share subscription monies from McCormick which in aggregate represents 85% of the issued, subscribed and paid up share capital of the Acquirer and for the balance of the consideration, the company shall be issued such number of equity shares of the acquirer that shall represent in aggregate, 15% of the issued subscribed and paid up share capital of the acquirer.
Kohinoor Foods manufactures and distributes rice as well as cooking pastes, spices, seasonings and frozen foods in India, while McCormick is into manufacturing, marketing and distribution of spices, seasonings, specialty foods and flavorings.
