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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