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Unichem Laboratories Ltd. M&A Activity 2023

Sep 25, 2023

61109_rns_2023-09-25_91e4c65b-595a-4203-ab09-b91d1158d292.pdf

M&A Activity

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September 25, 2023

Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai - 400 001.

Dear Sir.

Sub: Open Offer for acquisition of upto 1,83,05,495 Equity Shares of Rs. 2/- each of Unichem Laboratories Limited ("Target Company") by Ipca Laboratories Limited ("Acquirer") under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 ("SEBI SAST Regulations")

This has reference to the Open Offer made by the Acquirer to the shareholders of Unichem Laboratories Limited ("Target Company") under the SEBI SAST Regulations.

In compliance of Regulation 18 (12) of SEBI SAST Regulations, on behalf of the Acquirer, we have issued a post offer advertisement and the same has been published today in the following publications where the DPS was made:

  • Business Standard, all India English & Hindi editions
  • Mumbai Lakshadeep, Mumbai and Marathi editions

In compliance of Regulation 18(12)(ii) of the SEBI SAST Regulations, we have enclosed the relevant cutting of the newspaper wherein the Post Offer Advertisement has appeared.

Thanking you,

Yours faithfully, For Arihant Capital Markets Limited

Sundar Rangan Head - Merchant Banking Encl: as above

ARIHANT CAPITAL MARKETS LTD. MERCHANT BANKING DIVISION

Corporate Office : 1011, Building No. 10, Solitaire Corporate Park, Guru Hargovindji Road, Chakala, Andheri (East), Mumbai - 400 093 Tel.: 4225 4800 · Fax: 4225 4880 · E-mail: [email protected] · Website: www.arihantcapital.com Registered Office: 6, Lad Colony, Y. N. Road, Indore - 452 003 CIN: L67120MP1992PLC007182 ISO 9001:2015 CERTIFIED COMPANY

CIN : L99999MH1962PLC012451

Regd Office : Unichem Bhavan, Prabhat Estate, Off S.V. Road, Jogeshwari West, Mumbai – 400102.

Tel: 022-66888333; e-mail : [email protected]; website : www.unichemlabs.com

POST OFFER ADVERTISEMENT

This advertisement is being issued by Arihant Capital Markets Limited, Manager to the Offer on behalf of Ipca Laboratories Limited ("Acquirer") pursuant to Regulation 18(12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended ("SEBI SAST Regulations") in respect of Open Offer to acquire up to 1,83,05,495 Equity Shares of face value Rs. 2/- each ("the Open Offer"), constituting 26% of the fully diluted voting Equity Share Capital of UNICHEM LABORATORIES LIMITED ("Target Company") at a price of Rs. 440/- per Equity Share. The Detailed Public Statement ("DPS") with respect to the aforementioned Offer and corrigendum to the DPS were published on May 2, 2023 and August 14, 2023, respectively, in (a) Business Standard, all India English & Hindi editions; and (b) Mumbai Lakshadeep, Mumbai Marathi edition.

1. Name of the Target Company : Unichem Laboratories Limited
2. Name of the Acquirer : Ipca Laboratories Limited
3. Persons Acting in Concert : NA
4. Name of Manager to the Offer : Arihant Capital Markets Limited
5. Name of Registrar to the Offer : Link Intime India Private Limited
6. Offer Details :
a. Date of Opening of the Offer : August 28, 2023
b. Date of closure of the Offer : September 8, 2023
7. Date of payment of consideration : September 21, 2023

8. Details of Acquisition: Sr. Particulars Proposed in the Actual No. offer document 8.1 Offer Price Rs. 440/- Rs. 440/- 8.2 Aggregate number of shares tendered 1,83,05,495 1,35,79,669 8.3 Aggregate number of shares accepted 1,83,05,495 1,35,79,571 8.4 Size of the Offer (Number of shares multiplied by offer price per share) Rs 805,44,17,800/- Rs. 597,50,11,240/- 8.5 Shareholding of the Acquirer before Agreement / Public Announcement (No. & %) Nil Nil 8.6 Shares Acquired by way of Agreement • Number 2,35,01,440 2,35,01,440 • % of Fully Diluted Equity Share Capital 33.38% 33.38% 8.7 Shares Acquired by way of Open Offer • Number 1,83,05,495 1,35,79,571 • % of Fully Diluted Equity Share Capital 26.00% 19.29% 8.8 Shares acquired after Detailed Public Statement • Number of shares acquired NIL NIL • Price of the shares acquired NIL NIL • % of the shares acquired NIL NIL 8.9 Post offer shareholding of Acquirer • Number 4,18,06,935 3,70,81,011 • % of Fully Diluted Equity Share Capital 59.38% 52.67% 8.10 Pre & Post offer shareholding of the Public Pre-Offer Post-Offer 3,45,44,735 (49.07%) 3,45,44,735 (49.07%) Pre-Offer Post-Offer 1,62,39,240 (23.07%) 2,09,65,164 (29.78%) 9. The post offer shareholding pattern of the Target Company is as under :

Particulars No. of Shares % of shareholding
Promoters
-
Acquirer
3,70,81,011 52.67%
-
Existing Promoters
1,23,59,575 17.55%
Sub-total 4,94,40,586 70.22%
Public 2,09,65,164 29.78%
Total 7,04,05,750 100.00%
  1. The Acquirer accepts full responsibility for the information contained in this Post Offer Advertisement and also for fulfilling the obligations under SEBI SAST Regulations.

  2. A copy of this Post Offer Advertisement will be available on the websites of SEBI, BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and at the Registered Office of the Target Company

Issued by the Manager to the Offer on behalf of the Acquirer:

Merchant Banking Division #1011, Solitaire Corporate Park, Guru Hargovindji Road, Chakala, Andheri (E), Mumbai – 400 093 Tel : 022-42254800; Fax : 022-42254880 Email: [email protected] Website: www.arihantcapital.com Contact Persons: Mr. Amol Kshirsagar / Mr. Satish Kumar P Place: Mumbai

Date: September 25, 2023