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STRIDES PHARMA SCIENCE LIMITED M&A Activity 2020
62616_rns_2020-01-30_0e8eb976-813f-473d-9782-e3b3f2e19cbd.pdf
M&A Activity
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January 30, 2020
To, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001
BSE Scrip code: 532531
The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051
NSE Scrip Code: STAR
Dear Sirs,
Sub: Intimation of Scheme of Amalgamation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Board of Directors of the Company in its meeting held today have approved the Scheme of Amalgamation ("Scheme") for merger of Vivimed Life Sciences Private Limited ("VLSPL") with the Company, pursuant to Sections 230 to 232 of the Companies Act, 2013. VLSPL is a whollyowned subsidiary of the Company.
The Scheme is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, the shareholders and creditors of each of the companies.
The disclosures required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed as Annexure A to this intimation.
Thanks & Regards, For Strides Pharma Science Limited
Manjula Ramamurthy Company Secretary
Encl: as above
Strides Pharma Science Limited (Formerly Strides Shasun Limited) CIN: L24230MH1990PLC057062 Corp Off: Strides House, Bilekahalli, Bannerghatta Road, Bangalore - 560 076, India Tel: +91 80 6784 0000 Fax: +91 80 6784 0700 Regd Off: 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400 703, India Tel: +91 22 2789 2924 / 3199 Fax: +91 22 2789 2942 [email protected]; www.strides.com
Annexure A
Disclosure of information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015
Amalgamation of Vivimed Life Sciences Private Limited with Strides Pharma Science Limited
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- Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.
- 1.1 Details of Transferor Company
- a) "Vivimed Life Sciences Private Limited" or "Transferor Company" (CIN: U24304TG2017PTC115352) is a private limited company incorporated under the Companies Act, 2013, and having its registered office at 8-2120/86/9/A/1 & 12, Anil Athmaja Housing Society, Road No: 2, Banjara Hills, Hyderabad – 500034, Telangana, India.
The Transferor Company is a wholly-owned subsidiary of Strides Pharma Science Limited and is not listed on any stock exchange in India or abroad.
1.2 Details of Transferee Company
"Strides Pharma Science Limited" or "Transferee Company" (CIN: L24230MH1990PLC057062) is a public limited company incorporated under the Companies Act, 1956, and having its registered office situated at 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400 703, Maharashtra, India. The equity shares of the Transferee Company are listed on the BSE Limited and the National Stock Exchange of India Limited.
Strides Pharma Science Limited (Formerly Strides Shasun Limited) CIN: L24230MH1990PLC057062 Corp Off: Strides House, Bilekahalli, Bannerghatta Road, Bangalore - 560 076, India Tel: +91 80 6784 0000 Fax: +91 80 6784 0700 Regd Off: 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400 703, India Tel: +91 22 2789 2924 / 3199 Fax: +91 22 2789 2942 [email protected]; www.strides.com
1.3 Details of net worth and revenue of the Transferee Company and the Transferor Companies
(Rs. in Millions)
| Name of the Companies | Net Worth | Total Revenue |
|---|---|---|
| As at March 31, 2019 | As at March 31, 2019 | |
| Strides Pharma Science Limited | 32,567.98 | 16,520.43 |
| Vivimed Life Sciences Private | 464.55 | 705.66 |
| Limited |
2. Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"
The Transferor Company is a wholly-owned subsidiary of the Transferee Company. The proposed merger does not fall within the purview of related party transactions in view of General Circular No. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs and since the same is subject to the sanction of the National Company Law Tribunal. Further, pursuant to Regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the related party transaction provisions are not applicable to the Proposed Scheme of Amalgamation.
3. Area of business of the entity(ies)
- 3.1 Strides Pharma Science Limited (the Transferee Company) is engaged in the manufacturing and distribution of pharmaceutical products in India and abroad.
- 3.2 Vivimed Life Sciences Private Limited (the Transferor Company) is engaged in manufacturing, marketing and distribution of solid oral dosage forms (tablets and capsules).
4. Rationale for amalgamation/ merger
The consolidation of entities with similar functions within the group, would result in, operational and administrative efficiencies, optimum utilisation of infrastructure facilities and available resources, reduction in costs by focused operational efforts, rationalization, standardization, simplification of business processes and elimination of duplication.
Strides Pharma Science Limited (Formerly Strides Shasun Limited) CIN: L24230MH1990PLC057062 Corp Off: Strides House, Bilekahalli, Bannerghatta Road, Bangalore - 560 076, India Tel: +91 80 6784 0000 Fax: +91 80 6784 0700 Regd Off: 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400 703, India Tel: +91 22 2789 2924 / 3199 Fax: +91 22 2789 2942 [email protected]; www.strides.com
5. In case of cash consideration – amount or otherwise share exchange ratio
There is no cash consideration involved. The Transferor Company is a wholly-owned subsidiary of the Transferee Company. Upon the Scheme of Amalgamation becoming effective, all the shares of the Transferor Company held by the Transferee Company and its nominee(s) as on the effective date shall stand cancelled, without any further act or deed.
6. Brief details of change in shareholding pattern (if any) of listed entity
There will not be any change in the shareholding pattern of the Transferee Company pursuant to the Scheme of Amalgamation as the Transferor Company is a wholly-owned subsidiary of the Transferee Company.
(Formerly Strides Shasun Limited) CIN: L24230MH1990PLC057062 Corp Off: Strides House, Bilekahalli, Bannerghatta Road, Bangalore - 560 076, India Tel: +91 80 6784 0000 Fax: +91 80 6784 0700 Regd Off: 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400 703, India Tel: +91 22 2789 2924 / 3199 Fax: +91 22 2789 2942 [email protected]; www.strides.com