sebi:CO/10/TO/04/2003

SEBI · SEBI · 2002-09-23 · G.N. Bajpai, Chairman, SEBI

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Acquirer held to have violated Regulations 14(1) and 14(3) of the Takeover Regulations for failure to make a public announcement

Provisions invoked

• s. 11B
• s. 14
• s. 203

Regulations

• Reg. 6
• Reg. 11
• Reg. 3
• Reg. 2(1)(c)
• Reg. 2(1)
• Reg. 10
• Reg. 12
• Reg. 8
• Reg. 14
• Reg. 14(1)
• Reg. 14(3)
• Reg. 44
• Reg. 45
• Reg. 2(1)(b)
• Reg. 3(1)(j)
• Reg. 2
• Reg. 22
• Reg. 21(3)
• Reg. 3(1)

Parties

• Acquirer

Holding

The Acquirer was an 'acquirer' under Regulation 2(1)(b) by virtue of the Agreement and Plan of Merger dated 27.06.99 which resulted in indirect acquisition of control over the Indian Target company, and the Regulations were triggered on 09.04.99 when negotiations/decision to acquire control began, obliging a public announcement within four working days; failure to make such announcement violated Regulations 14(1) and 14(3).

Full text

terms of sub regulations (1) & (3) of regulation 14 of the Regulations. 2.4 Why one or more or all action(s) under Regulation 44 and Regulation 45 of the Regulations and Sections 11, 11B,15H & 24 of the SEBI Act, should not be initiated against it for violations.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Acquirer, H2O and ONC USA hereby agree as follows: SECTION 1.02. Company(ONC USA) Action. (a) ONC USA hereby approves of and consents to the Offer and represents that (i) the Board, ...... determined that the Merger is advisable and that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Holders, (B) approved and adopted this Agreement and the transactions contemplated hereby (such approval and adoption having been made in accordance with the provisions of (S) 203 of Delaware Law), (C) recommended that the stockholders of ONC USA accept the Offer, approve the Merger and approve and adopt this Agreement and the transactions contemplated hereby and (D) took all other applicable action necessary to render (x) Section 203 of the General Corporation Law of the State of Delaware and other state takeover statutes and (y) the Rights Agreement, inapplicable to the Offer and the Merger, and (ii) ...... laws. SECTION 2.01. The Merger. Upon the terms and subject to the conditions set forth in Article VII, and in accordance with Delaware Law, at the Effective Time (as hereinafter defined) H2O shall be merged with and into ONC USA . As a result of the Merger, the separate corporate existence of H2O shall cease and ONC USA shall continue as the surviving cor

(b) .......; (c) ........; (d) No Order. No United States federal or state or Republic of France governmental authority ....... (a "Governmental Order") which is then in effect and has the effect of prohibiting consummation of the Merger; and (e) Offer. H2O or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer.

Source: SecMarx — sebi:CO/10/TO/04/2003. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.