Sensex

Thursday, June 03, 2010

**[investwise]** Goodyear-On Rs 32 EPS for CY09, Fair Value-Rs 320; Even Without Delisting [3 Attachments]

 
[Attachment(s) from Maverick included below]

Goodyear-Delisting; Why The Stock Sell-Off?
A 10 PE Multiple on CY09 EPS of Rs 32 gives the stock a fair value of Rs 320. Even with a 50 per cent drop in earnings for CY10, a delisting price should offer a substantial premium for local investors to quit the stock.
 
I suggest, we do not accept the floor of Rs 195 or an indicative acceptance price of Rs 245 and remain investors in the company. Goodyear Tire, USA with 74 per cent Equity has more to lose than Indian Shareholders.
 
Citigroup Global Markets India Pvt Ltd ("Manager to the Offer") has informed BSE that Goodyear Orient Company (Private) Limited ("Acquirer") has issued this Public Announcement ("Public Announcement"/ "PA") to the public shareholders of Goodyear India Ltd ("Company") in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") in respect of the proposed acquisition and delisting of fully paid-up equity shares of the Company (hereinafter, referred to as the "Delisting Offer").

Delisting Offer:

The Acquirer is a direct wholly owned subsidiary of The Goodyear Tire & Rubber Company ("GTRC"), The Acquirer currently holds no Equity Shares, whereas GTRC, the parent company of the Acquirer holds 17,069,215 Equity Shares, representing 74% of the Equity Capital. GTRC is the promoter of the Company and has been declared as such in the filings made by the Company with the BSE. The Acquirer, being a wholly owned subsidiary of GTRC, is a part of the promoter group of the Company, and therefore considered as a promoter and eligible to make the Delisting Offer, in terms of the Delisting Regulations.

The Acquirer is making this Public Announcement to the public shareholders of the Company (defined to mean all the shareholders of the Company other than the promoters and hereinafter referred to as the "Public Shareholders") to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out below, up to 5,997,292 Equity Shares, representing 26% of the Equity Capital (the "Offer Shares"). Consequent to the Delisting Offer and upon the combined shareholding of GTRC and the Acquirer reaching a minimum of 90% of the Equity Capital and fulfilment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist the Equity Shares from the BSE in accordance with the Delisting Regulations.

The board of directors of the Company vide its resolution dated February 9, 2010, approved the proposal received from GTRC to initiate the Delisting Offer (either directly or through one or more of its wholly owned subsidiaries) in accordance with the provisions of the Delisting Regulations, subject to applicable law, approval of the shareholders of the Company.

The Equity Shares are presently listed and traded on the BSE. The Acquirer is seeking to delist the Equity Shares from the BSE.

Based on the parameters set out in Regulation 15(2)(a) of the Delisting Regulations, the Floor Price is determined as Rs. 194/- .

The minimum price per Equity Share ("Discovered Price") payable by the Acquirer for the Offer Shares it acquires pursuant to the Delisting Offer, as determined in accordance with the Delisting Regulations, will be the price at which the maximum number of Offer Shares are tendered pursuant to a reverse book-building process in the manner as specified in Schedule II of the Delisting Regulations.

GTRC has intimated the board of directors of the Company vide letter dated February 8, 2010 that GTRC (either directly or through one or more of its wholly owned subsidiaries) is willing to acquire the Offer Shares tendered pursuant to the Delisting Offer at a price of Rs. 245/- per Equity Share (the "Indicative Price"). The Indicative Price represents a premium of approximately 33% to the closing price of the Equity Shares on February 5, 2010, which was the last working day prior to the intimation made by GTRC to the Company of its intention to make the Delisting Offer. The Indicative Price should in no way be construed as either (a) a ceiling or maximum price for the purposes of acquisition under the reverse book-building process and the Public Shareholders are free to tender their Equity Shares at any price higher than the Floor Price in accordance with the Delisting Regulations, or (b) a commitment by the Acquirer to purchase the Offer Shares if the Discovered Price is Rs. 245/- per Equity Share or less.

The Acquirer shall announce its decision to reject the Discovered Price or offer the Exit Price (if any) in the same newspapers in which this Public Announcement has appeared, in accordance with the timetable set out in this Public Announcement.

Proposed timetable for the delisting offer

The proposed timetable for the Delisting Offer is as follows:

Public Announcement by the Acquirer - May 13, 2010

Specified Date - May 13, 2010

Dispatch of Bid Letter/Bid Forms to Public Shareholders - May 18, 2010

Bid Opening Date (10.00 a.m.) - May 28, 2010

Last date for upward revision or withdrawal of Bids - June 2, 2010

Bid Closing Date (3.00 p.m.) - June 3, 2010

Public Announcement of Discovered Price/ Exit Price and Acquirer's acceptance/ rejection of Discovered Price/ Exit Price - June 15, 2010

Last date for payment of consideration - June 17, 2010

Last date for return of Offer Shares tendered under the Delisting Offer to Public Shareholders in case of failure of the Delisting Offer - June 17, 2010


Safe Harbor Statement:

Some forward looking statements on projections, estimates, expectations & outlook are included to enable a better comprehension of the Company prospects. Actual results may, however, differ materially from those stated on account of factors such as changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts its business, exchange rate and interest rate movements, impact of competing products and their pricing, product demand and supply constraints.
 
Nothing in this article is, or should be construed as, investment advice.
 
 
 

 
 

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Attachment(s) from Maverick

3 of 3 File(s)

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