Siemens Ltd: Updates on Open Offer

HSBC Securities and Capital Markets (India) Pvt. Ltd ("Manager to the Offer") for and on behalf of Siemens Aktiengesellschaft ("Acquirer") has issued this Third Corrigendum to the Public Announcement ("Third Corrigendum") to the Equity shareholders of Siemens Ltd ("Target Company"), which is in continuation of & should be read in conjunction with the Public Announcement ("PA") dated January 31, 2011, Corrigendum to the PA published on March 04, 2011 (the "First Corrigendum") & Corrigendum to the PA published on March 15, 2011 (the "Second Corrigendum"), pursuant to Regulation 11(2A) of, and in compliance with, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("SEBI (SAST) Regulations") and subsequent amendments thereto.

Capitalized terms used in this Third Corrigendum, unless otherwise defined, shall have the same meaning as assigned to them in the PA.

The shareholders of the Target Company are requested to note the following with respect to the Open Offer:

1. Pursuant to receipt of the orders of the Bombay High Court and the Gujarat High Court dated January 28, 2011 and March 01, 2011 respectively approving the scheme of amalgamation of the Target Company with Siemens Healthcare Diagnostics Ltd ("SHDL") and the approval of the shareholders of the Target Company under Regulation 23(1) of the SEBI (SAST) Regulations granted at the extra-ordinary general meeting held on March 24, 2011, the Target Company has issued and allotted fully paid-up equity shares of face value of Rs. 2 each ("Equity Shares") to shareholders of SHDL on March 24, 2011. The Voting Share Capital thereby stands increased from Rs. 674,320,400 divided into 337,160,200 Equity Shares to Rs. 680,589,800 divided into 340,294,900 Equity Shares.

2. The Acquirer has therefore increased the Offer Size from 66,829,060 Equity Shares being 19.82% of the Voting Share Capital to 67,025,669 Equity Shares being 19.70% of the Voting Share Capital in accordance with Regulation 21(3), 21(5) and 26 of the SEBI (SAST) Regulations and the undertaking made by the Acquirer in paragraph 2.1 of the Public Announcement and in compliance with the directions contained in the SEBI observation letter dated March 10, 2011. The post Open Offer shareholding of the Acquirer shall not go beyond the maximum permissible non-public shareholding limit of 75% prescribed under the listing agreements (as amended) even assuming full acceptances.

3. Consequent to the upward revision in the Offer Size, the total funding requirement for the Offer (assuming full acceptances) i.e. for the acquisition of up to 67,025,669 Equity Shares held by shareholders in the Target Company at Rs. 930 per Equity Share is Rs. 6,233,38,72,170 (Rupees six thousand two hundred and thirty three crores, thirty eight lakhs, seventy two thousand and one hundred and seventy only) ("Revised Maximum Consideration").

4. By way of security for performance of Acquirer's obligations under the SEBI (SAST) Regulations, the Acquirer has already established an unconditional, irrevocable and on demand bank guarantee dated March 01, 2011 ("Amended Bank Guarantee") valid up to and including July 27, 2011, which has been issued by HSBC Bank plc (Registered office: 8 Canada Square, London, United Kingdom E14 5HQ), on behalf of the Acquirer in favour of the Manager to the Offer for Rs. 638,33,87,217 (Rupees six hundred and thirty eight crores, thirty three lakhs, eighty seven thousand, two hundred and seventeen only), being the amount required under Regulation 28(2) of the SEBI (SAST) Regulations, i.e., 25% of the value of the Revised Maximum Consideration up to Rs. 100 crores and 10% of the value of the Revised Maximum Consideration beyond Rs. 100 crores.Read More