Jyothy Laboratories Ltd: Outcome of Board Meeting - Acquisition of shares of Henkel India Limited and other matters

Jyothy Laboratories Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 05, 2011, have approved the following:

1. The Company proposes to acquire from Henkel AG & Co. KGaA, 59,360,203 equity shares, constituting 50.97%, of Henkel India Limited and, subject to receipt of regulatory approvals, redeemable cumulative preference shares of Henkel India Limited. The aggregate consideration payable for (i) the equity shares is Rs. 1,187 million which equates to Rs. 20 per equity share; and (ii) the preference shares is Rs. 439 million. In addition, the Company also proposes to refinance the existing debt at the time of closing. The aggregate debt owed by Henkel India Limited to its lenders is approximately Rs. 4,539 million. It may be noted that the equity consideration is subject to certain closing adjustments based on the debt and cash position in Henkel India Limited on closing.

As a consequence of the above transaction, the Company will make an open offer to the public shareholders of Henkel India Limited for 20% of the voting rights of Henkel India in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("SEBI Takeover Regulations"). MAPE Advisory Group Pvt. Ltd. has been appointed as the Merchant Banker. The price per equity share of Henkel India Limited payable under the open offer shall be determined in accordance with the provisions of the SEBI Takeover Regulations.

Further, the Company and Henkel AG & Co. KGaA have agreed that Henkel AG & Co. KGaA shall have an option to acquire up to 26% of the equity share capital of the Company, either through primary and/or secondary transactions, after a period of 5 (five) years, subject to the terms and conditions to be mutually agreed upon between the Company and the Seller at the time and also subject to obtaining approval of shareholders and such statutory and Governmental approval as may be necessary and relevant at that time.