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Salzer Electronics Ltd. — M&A Activity 2019
May 24, 2019
61391_rns_2019-05-24_6a6bc6f6-2d98-4150-9275-0c0449b605f9.pdf
M&A Activity
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SALZER' ELECTRONICS LTD.
CIN : L03210TZ1985PLC001535

_ May .24, 2019
To
BSE Limited Exchange Plaza, C-1, Block G, I Floor, New Trading Ring, BandraKurla Complex, Rotunda Building, Bandra (E),Mumbai—400 051 P.J.Towers, Dalal Street, Tel :+91 22 26598235/36, 26598346 Fort, Mumbai —
THE CORPORATE RELATIONSHIP DEPT M/s. National Stock Exchange of India Ltd., 400 001. Fax : +91 22 26598237/38
SCRIP CODE: 517059 Symbol: SALZERELEC
Dear Sir,
We hereby wish to inform in terms of Regulation 30 read with Para A(1) of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. ClR/CFD/CMD/4/2015 dated September 09,2015 that the Company has entered into a Share Purchase Agreement for acquisition of shares in Kaycee Industries Limited from its Principal Promoter — M/s. Universal Trust Private Limited under SEBI (Substantial acquisition of shares and Takeover) Regulation 2011.
Given below are the details of this transaction(s) which are required to be furnished to the Stock Exchanges:
| S.No | that to of events needs Details be |
Information of such event |
|---|---|---|
| a. | provided of the details Name in target entity, |
Industries Limited Kaycee ("Target |
| turnover brief such as size, etc.; |
Company")is having its Registered Office at |
|
| Old Kamani Chambers, Ramjibhai 32— Kamani Ballard Mumbai, Road, Estate, |
||
| Maharashtra, 400001 and has a net worth |
||
| of 1297.96 March 31,2019 Lakhs as on Rs. and Turnover of Lakhs for Rs. 2501.81 «If the |
||
| year ended March 31,2019 4,}; |
||

Samichettipalayam, Coimbatore - 641 047, India. Phone : + + 91 422 4233600 Fax : + + 91 422 2692170 E—mail : [email protected] Website : www.5alzergroup.com
SALZER' ELECTRONICS LTD.

ClN : L03210T21985PLC001535
| Whether the would fall acquisition within related and party transaction(s) —whe-ther~ the» prom-eter/ |
not related The is acquisition a Party Transaction. |
|---|---|
| promoter have group/ group companies any interest in the being acquired? If entity of nature interest and details yes, thereof and whether the same is done at "arm's length"; |
Mr. No Promoter, Doraiswamy, Except R other Promoters and Promoters Group interest in the Target Companies have any Mr. holds just 2 Company. R Doraiswamy (Two shares) in the Target Company in his which no is personal Capacity way / the investment influencing acquisition decisions. |
| to which the Industry entity being acquired belongs; |
of Manufacturer Electrical Products. The Products are Rotary Principal Switches, Micro Cam and Switches, Rotary Switches, Weather Toggle Tight - Control Switches, Water Switches, Breaker Meters, Counters and Fuse Fittings. |
| of effects and acquisition Objects (including but not limited to, disclosure of for of reasons acquisition target if its business is outside the main entity, business of line of the listed entity); |
Since both Salzer and Target Company are the of line with in same business, Salzer, this acquisition, would drive more synergies with new of in products offering range Products on one side and strengthen its on the side with other immediate growth effect |
| brief of details or. governmental any for the required regulatory approvals acquisition; |
of This Transaction the requires approval of Securities and Board India Exchange the Offer on under SEBI Open (SEBI) of shares and (Substantial acquisition Takeover) Regulation 2011 |
| of indicative time period for completion the acquisition; |
during the second is expected Completion of to of quarter subject receipt FY20, approval from SEBI |
| consideration - nature of whether cash consideration or share swap and details of the same; |
for The Consideration the Transaction will be paid in Cash |

Samichettipalayam, Coimbatore- 641 Phone: + + 91 422 4233600 Fax: + + 9 22 2692 . E-mail: salzer@salzergroup. com Website: wwwflsalzergroupcom
SALZER' ELECTRONICS LTD. EEIZEI"
CIN : L03210TZ1985PL0001535

| h. | cost of acquisition |
Approximately Rs.21.69 Crores (Twenty One |
|---|---|---|
| Crore and Sixty Nine Lakh Only) |
||
| / control —per—eentage—of shareholding / of or number and shares acquired acquired; |
into a- Share The has» entered Company dated Purchase Agreement 2019 May 24, with Trustees Universal Private Limited, a Company to Promoter in Principal Target entire its shares in acquire 45,899 equity the Target Company representing 72.32% of the Total of at shares Price a paid—up Rs.3,475/— per share. |
|
| will The Company also make an Open Offer of for at Price share a per Rs.3,475/— acquisition of equity shares of the 16,502 Target Company aggregating to 26% of the & of share equity voting capital Target with the accordance in Company of requirements SEBI (Substantial of shares and acquisition Takeover) Regulation, 2011. |
||
| of of each the aforesaid Completion of Transaction is subject Regulatory approvals |
||
| j. | brief about the entity background of of terms in products/line acquired of date business acquired, of last years incorporation, history 3 in which the turnover, country acquired other and has entity presence any significant information (in brief); |
Industries Ltd.,a Mumbai—based Kaycee of more than has 75 a history company, years leading the Electrical Industry by way of showing consistent quality performance with of switches in along development existing products&new products as perthe applications. |
| of the Turnover for the Details last three for the on years Target Company a standalone basis are as follows 2018-19 Year 2016-17 2017—18 Turnover 25.02 in Crs 25.03 23.63 |
||

Phone: + + 91 422 4233600 Fax: + + 91 .. E-mail. [email protected] Website. wwwsalzergroupcom
SALZER' ELECTRONICS LTD. EEIZEF'
CIN : L03210TZ1985PLCOO1585

| h | Advisors to the Deal |
Global Investment Advisors, Singhi a |
|---|---|---|
| banking firm, acted as an exclusive advisors |
||
| ,,, , , — |
,,,,,7—— m, ,,—7 , tether-deal. e— ~ |
The aforesaid information about the Target Company has been provided on the basis of publicly available information.
The aforesaid information is also being uploaded on the website of the Company.
We request you to kindly take the note of above on your records and oblige.
For Salzer Electronics Limited —/
S Baskarasubramanian Director (Corporate Affairs) & Company Secretary

Samichettipalayam, Coimbatore - 641 047, India. Phone : + + 91 422 4233600 Fax: + + 91 422 2692170 E-mail : [email protected] Website : www.salzergroup.com