Siemens has received an approval for the proposed scheme of amalgamation of Siemens VAI Metals Technologies (SVAI) and Morgan Construction Company India (Morgan) with the company with the appointed date being October 01, 2011. The board at its meeting held on October 29, 2011 has approved for the same.
The board of directors of the company, after due consideration, approved the share exchange ratio as determined by independent valuer - Grant Thornton. The fairness opinion on the valuation is provided by ICICI Securities, a category - I merchant banker. The share swap ratio for the proposed scheme has been determined as 1,318 equity shares of the face value of Rs 2 each fully paid up of the company for every 100 equity shares of the face value of Rs 100, fully paid up of SVAI.
Further, the proposed scheme is however, subject to the requisite approvals of the respective shareholders / creditors of the company and both transferor companies, other statutory / regulatory authorities in the respective jurisdictions and subject to the sanction/confirmation by High Court of Mumbai and / or any other appropriate authority as may be necessary.
Siemens AG (promoter) currently holds 75% of the equity share capital of the company and the scheme has a mechanism to ensure that the public shareholding of 25% will be maintained at all times pursuant to the requirement of the listing agreement. SVAI is a 100% subsidiary of Siemens AG Company while Morgan is a 100% subsidiary of SVAI.