30760559_1_2014 - Takeover Guide - India

India Takeover Guide

Contact

Cyril Shroff

Amarchand & Mangaldas & Suresh A. Shroff

[email protected]

30760559_1_2014 - takeover guide - india

Contents Page

BACKGROUND 1

TYPES OF TENDER OFFERS 2

OFFER SIZE, OFFER PRICE AND CONDITIONS FOR WITHDRAWAL 5

TIMELINE FOR A MANDATORY TENDER OFFER 6

PERSONS ACTING IN CONCERT 8

EXEMPTIONS 9

DISCLOSURES 10

MINORITY SQUEEZE OUT AND DELISTING 10

30760559_1_2014 - takeover guide - india page | 1

BACKGROUND

1. Regulatory Background

The regulation of takeovers of listed companies in India is set out in the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 (the “Takeover Regulations”). The applicable minimum level of public shareholding required to be maintained by a listed company is determined in accordance with the Equity Listing Agreement (which is executed by the listed company with every stock exchange on which its equity shares are listed) read with the Securities Contracts (Regulation) Rules, 1957 (the “SCRR”). The delisting of listed securities is governed by the SCRR and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (the “Delisting Regulations”). Pursuant to a successful delisting, the acquisition of shares through a compulsory squeeze out process is set out in Section 236 of the Companies Act, 2013 (which is pending notification).

The SCRR, Takeover Regulations, and Delisting Regulations are primarily administered by the Securities and Exchange Board of India (the “SEBI”), which is the regulator of the Indian securities markets and has been established as a statutory authority under the Securities and Exchange Board of India Act, 1992. Compliances under the Equity Listing Agreement are monitored and administered by the relevant stock exchanges under the supervision of SEBI.

The Takeover Regulations came into effect on October 22, 2011, repealing and replacing the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997 (“1997 Takeover Regulations”).

The Takeover Regulations are premised on the principles of fairness, equity and transparency, and are based on the following fundamental objectives:

To provide a transparent legal framework for facilitating takeover activities;

To protect the interests of shareholders in securities and the securities market, taking into account that the acquirer and the other shareholders need a fair, equitable and transparent framework to protect their interests;

To balance the various, and at times, conflicting objectives and interests of various stakeholders in the context of substantial acquisition of shares in, and takeovers of, listed companies;

To provide each shareholder an opportunity to exit its investment in the target company when a substantial acquisition of shares in, or takeover of, a target company takes place, on terms that are not inferior to the terms on which substantial shareholders exit their investments;

To provide acquirers with a transparent legal framework to acquire shares in, or control of, the target company and to make an MTO;

To ensure that the affairs of the target company are conducted in the ordinary course when a target company is the subject matter of an MTO;

To ensure that fair and accurate disclosure of all material information is made by persons responsible for making them to various stakeholders to enable them to take informed decisions;

To regulate and provide for fair and effective competition among acquirers desirous of taking over the same target company; and


To ensure that only those acquirers who are capable of actually fulfilling their obligations under the Takeover Regulations make MTOs.

2. Scope and Applicability

The Takeover Regulations govern any direct or indirect acquisition of shares or voting rights in a target company, or direct or indirect acquisition of control over a target company. Any acquisition of securities which entitle the holder to exercise voting rights in the target company (including shares underlying depository receipts, which receipts carry an entitlement to exercise voting rights) are covered by the provisions of the Takeover Regulations.

Broadly, a ‘target company’ is a company whose shares are listed on a stock exchange which has been granted recognition under the Securities Contracts (Regulation) Act, 1956. There are, at present, 21 recognized stock exchanges in India.

The Takeover Regulations contemplate various types of tender offers, for which it prescribes distinct (but sometimes overlapping) regimes. The Takeover Regulations also set out some exempted transactions, which do not attract mandatory tender offer obligations, and the conditions under which such exemptions would apply.

In addition, the Takeover Regulations prescribe certain reporting and disclosure requirements for holders of equity shares or voting rights in a target company, which are either event-based or periodic in nature.

TYPES OF TENDER OFFERS

Primarily, the Takeover Regulations deal with three types of tender offers: (a) tender offers which are mandatory in nature and are triggered on the occurrence of specified circumstances (“Mandatory Tender Offers” or “MTOs”); (b) voluntary tender offers by an acquirer (“Voluntary Offers”); and (c) competing offers made during the pendency of an existing tender offer.

1. Mandatory Tender Offers

The Takeover Regulations prescribe certain circumstances where an acquirer is obligated to make a Mandatory Tender Offer to the shareholders of the target company to acquire at least 26% of the shares of the target company. These triggers are described below:

1.1. Initial Trigger

Any acquirer acquiring shares or voting rights, which taken together with shares or voting rights already held by such acquirer along with persons acting in concert (“PACs”) with him, entitles them to exercise 25% or more of the voting rights in the target company, is required to make a Mandatory Tender Offer. The concept of PACs is discussed later.

1.2. Consolidation Trigger

Any acquirer who, together with PACs with him, holds 25% or more of the shares or voting rights but less than the maximum permissible non-public shareholding limit in a target company, is required to make a Mandatory Tender Offer on the gross acquisition, in a single financial year, of more than 5% of the shares or voting rights of such target company.

The limit of 5% is calculated by aggregating gross acquisitions, i.e., without taking into account any intermediate dilution in shareholding or voting rights.


1.3. Control Trigger

Irrespective of the extent of shares or voting rights held in the target company, any acquirer who acquires, directly or indirectly, control over a target company is required to make a Mandatory Tender Offer.

Any acquisition of control over an unlisted company which in turn controls a listed company in India would be considered an indirect acquisition of control, and would trigger a Mandatory Tender Offer.

‘Control’ under the Takeover Regulations is widely defined and includes the right to appoint a majority of the directors of the target company, or to control the management or policy decisions of the target company, whether individually or with PACs, directly or indirectly, including by virtue of shareholding or management rights or shareholders’ agreements or in any other manner. ‘Control’ includes both de facto and de jure control. Since the test for control is not defined by an objective shareholding threshold, acquisition of control is determined on a case-by-case basis by assessing whether the acquirer can exercise control over the management or policy decisions of the target company, whether through the exercise of contractual rights or otherwise.

Unlike the 1997 Takeover Regulations, the Takeover Regulations do not distinguish between varying degrees of control. Therefore, any cessation of control by a person in joint control with an acquirer will not be considered an acquisition of control by the acquirer, and will not trigger a Mandatory Tender Offer.

1.4. Trigger on Indirect Acquisitions

The Takeover Regulations also provide clear and specific guidance that indirect acquisitions of voting rights and/or control in a target company will also trigger a Mandatory Tender Offer. An indirect acquisition occurs when the acquirer acquires the ability to exercise or direct the exercise of such percentage of voting rights in, or control over, the target company that would trigger the initial, consolidation or control triggers described above.

E.g., the acquisition of 25% of the shares or voting rights in a holding company which holds 40% of the shares or voting rights in a target company together with a minority representation on the board of directors of the holding company would not constitute an indirect acquisition. However, the acquisition of 70% of the shares or voting rights of the holding company simpliciter, or the acquisition of 30% of the shares or voting rights along with ‘control’ rights in a holding company which holds 26% of a target company would trigger Mandatory Tender Offer obligations.

Where the acquisition of the target company in India is only an incidental element of an international transaction, some leeway in relation to the tender offer process has been provided to the acquirer. In such situations, the acquirer can formally launch the Mandatory Tender Offer after the international transaction has been consummated and is eligible to price protection in relation to the price payable under such Mandatory Tender Offer (subject to a 10% interest payment requirement). The Takeover Regulations stipulate an objective test for what would constitute a ‘genuine’ indirect acquisition, i.e., where the acquisition of the target company is incidental to the international acquisition and the target company not a predominant part of the business being acquired. Therefore, this relaxation in the Mandatory Tender Offer process is available where the proportionate net asset value/sales turnover/market capitalization of the Indian target company does not exceed 80% of the entity or business being acquired under the primary (international) acquisition.

Where the Indian target company is a predominant part of the entity or business being acquired, based on the 80% test described above, the transaction will be treated as a ‘direct acquisition’ for the purposes of making a Mandatory Tender Offer under the Takeover Regulations.


2. Voluntary Offers

The Takeover Regulations provide a distinct regime for acquirers to make Voluntary Offers to public shareholders. A Voluntary Offer may be made by an existing shareholder or an acquirer who holds no shares in the target company.

The launch of a Voluntary Offer is subject to the fulfilment of certain conditions. Therefore, if any acquirer or PACs with such acquirer has acquired any shares or voting rights of the target company without attracting a Mandatory Tender Offer in the preceding 52 weeks, then such acquirer will not be permitted to launch a Voluntary Offer. In addition, an acquirer who has launched a Voluntary Offer is not permitted to acquire any shares of the target company during the offer period other than under such tender offer.

An acquirer who has launched a Voluntary Offer is also not permitted to acquire shares of the target company for a period of 6 months after the completion of the Voluntary Offer, except under another Voluntary Offer. This does not prohibit the acquirer from launching a competing offer under the Takeover Regulations.

3. Competing Offers

A competing offer is required to be made within 15 business days of the original tender offer. A competing offer may be made by any person (i.e., whether it be an existing shareholder or otherwise) without being subject to the restrictions applicable to Voluntary Offers.

There is a prohibition on a competing acquirer making an offer or entering into an agreement that could trigger a Mandatory Tender Offer at any time after the expiry of the said 15 business days and until completion of the original offer. Therefore, time is of the essence.

Once a competing offer has been launched, the two competing offers are treated on par and the target company would have to extend equal levels of information and support to each competing acquirer. A target company cannot favour one acquirer over the other(s) or appoint such acquirer’s nominees on the board of directors of the target company, pending completion of the competing offers.

A competing offer can be conditional upon a minimum level of acceptance only if the original tender offer is also conditional. The ‘losing’ competing acquirer is not permitted to sell the shares acquired by him under the competing offer to the winner of the competing bid. Therefore, any person making a competing offer will continue to be a shareholder in the target company, even if his competing offer has failed.


OFFER SIZE, OFFER PRICE AND CONDITIONS FOR WITHDRAWAL

1. Offer Size

A Mandatory Tender Offer is required to be made for at least 26% of the total shares of the target company, taking into account any potential increase in the total share capital during the offer period.

A Voluntary Offer, launched by an acquirer holding between 25% and the maximum permissible non-public shareholding in the target company, has to be made for at least 10% of the total shares of the target company, and shall not exceed such number of shares as would, together with the shares already held by the voluntary acquirer, breach the maximum permissible level of non-public shareholding. The SEBI has also clarified that a Voluntary Offer launched by an acquirer holding less than 25% of the share capital of the target company has to be made for at least 26% of the total shares of the target company and may be made for the entire share capital of the target company.

A competing offer has to be made for at least such number of shares as would be equal to the shareholding of the original acquirer and PACs with him, the number of shares proposed to be acquired under the original offer and under any agreements which may have triggered the original offer, net the competing acquirer’s existing shareholding.

2. Offer Price

The Takeover Regulations embody the ‘best price rule’ in determining the consideration payable to shareholders under a tender offer. In this respect, the Takeover Regulations treat companies whose shares are frequently traded and infrequently traded differently, and specify different parameters for tender offers triggered by direct and indirect acquisitions.

Broadly, the minimum offer price for a Mandatory Tender Offer triggered by a direct acquisition or for a Voluntary Offer would have to be the highest of the following:

the negotiated price;

the volume weighted average price paid or payable by the acquirer/ PACs during the 52 weeks immediately preceding the date of the tender offer;

the highest price paid by the acquirer/ PACs for any acquisition during the 26 weeks immediately preceding the date of the tender offer;

if the shares are frequently traded, the volume weighted average market price during the 60 trading days immediately preceding the date of the tender offer;

if the shares are infrequently traded, the fair price determined on the basis of parameters which are customary for the valuation of shares of a company, such as book value and comparable trading multiples.

In case of an indirect acquisition which satisfies the 80% test described above, the acquirer is permitted to peg the Mandatory Tender Offer price to the above parameters prevailing on the date that the primary (international) acquisition is announced or contracted, as opposed to the date on which the Indian tender offer actually commences. However, such an indirect acquirer will be required to pay 10% interest for the period intervening the date on which the primary acquisition is announced or contracted and the date on which the detailed public announcement for the underlying Indian target company is made (if more than 5 working days).

Indirect acquisitions also mandate a ‘price attribution’ where the proportionate net asset value/sales turnover/ market capitalization of the Indian target company represents more than 15% of the total value of the entity or business being acquired.


The Takeover Regulations prohibit acquirers from making payments on the side to promoters or selling shareholders in the form of non-compete fees, control premium or otherwise. Specifically, all such incidental, contemporaneous or collateral payments are required to be factored into the offer price in determining the consideration payable to shareholders under the tender offer.

The best price rule also covers all acquisitions that are made subsequent to the tender offer, and a price differential would have to be topped up if the acquirer makes the acquisition in the following 26 weeks (except under a delisting offer or, in case of market purchases, on the normal segment of the stock exchange).

3. Withdrawal of Tender Offers

The Takeover Regulations permit an acquirer to withdraw a tender offer in certain circumstances, including the following:

if any statutory approvals required for the tender offer or for effecting the acquisition triggering the tender offer have been finally refused; and

if any condition stipulated in the agreement for acquisition attracting the obligation to make the tender offer is not met for reasons outside the reasonable control of the acquirer, and such agreement is rescinded. SEBI has permitted conditions such as completion of conditions precedent to the transaction within a specified long stop date and material adverse change leading to the rescission of the agreement as valid grounds for withdrawal. However, if a Mandatory Tender Offer is triggered by a preferential allotment of equity shares of the target company to the acquirer, the acquirer is not permitted to withdraw the tender offer on this ground even if the preferential allotment is not successful.

The withdrawal of a tender offer on the aforementioned grounds is subject to specific disclosures having been made in the tender offer documents. The Takeover Regulations also provide SEBI the discretion to permit an acquirer to withdraw a tender offer. In such cases, the acquirer is required to approach SEBI, which will then pass a reasoned order permitting the withdrawal.

4. Conditional Tender Offers

Where a tender offer is conditional upon a minimum level of acceptances, the acquirer is not bound to accept any shares tendered in such offer if the stipulated minimum level of acceptance is not achieved. If the stipulated minimum level of acceptance is not achieved, the acquirer is also not permitted to acquire any shares, voting rights or control under the definitive agreements which triggered the Mandatory Tender Offer in the first place.

TIMELINE FOR A MANDATORY TENDER OFFER

Given below an abridged timeline for a mandatory tender offer triggered by the execution of an agreement to acquire shares of a target company.

SL. NO.

ACTIONS START DATE

1. Public announcement to be sent to the relevant stock exchanges on which target company is listed

X (i.e., date of execution of agreement to acquire shares)

2. Public announcement to be sent to the SEBI and to the target company at its registered office

X + 1 working day


SL. NO.

ACTIONS START DATE

3. Detailed public statement (“DPS”) to be published in specified newspapers

X + (<)5 working days = Y

4. Copies of the published DPS to be sent to the SEBI, all stock exchanges where target company is listed, and to target company at its registered office.

Simultaneously with Y

5. Target company to constitute a committee of independent directors

[On or about Y]

6. Creation of escrow account by the acquirer as security for the performance of its obligations under the Takeover Regulations

Not later than Y-2

7. Filing draft letter of offer (the “Draft Letter of Offer”), along with the specified non-refundable fee (by way of banker’s cheque or demand draft, payable in Mumbai in favour of SEBI)), with the SEBI for its comments

Not later than Y+ 5 working days

8. Copies of the Draft Letter of Offer filed with the SEBI to be sent to all stock exchanges where target company is listed and to target company

Not later than Y+ 5 working days

9. SEBI to give its comments on the Draft Letter of Offer

Not later than Y + 20 working days (Assuming that the SEBI has not sought any clarifications from the Acquirer or manager to the MTO) If SEBI has sought clarifications, then the period of issuance of SEBI’s comments shall be extended to the 5th working day from the date of receipt by SEBI of satisfactory reply to the clarification or additional information sought

10. Changes to be made to the Draft Letter of Offer based on any comments received from the SEBI (the “Final Letter of Offer”)

Not later than Y + 21 working days

11. Dispatch of the Final Letter of Offer to all shareholders of target company, whose names appear on its register of members on the Identified Date

Not later than Y + 27 working days.

12. Identified Date Note: Identified Date is the date falling on the tenth working day prior to the commencement of the tendering period

Z – 10


SL. NO.

ACTIONS START DATE

13. Prohibition on the Acquirer or PACs acquiring or selling shares of target company until expiry of the tendering period

Z – 3 working days to Z + 10 working days

14. Committee of independent directors to give its reasoned recommendations on the MTO, and such recommendations to be published in all newspapers in which the public announcement was published

Not later than Z – 2 working days

15. Advertisement of schedule of activities including, inter alia, status of statutory and other approvals, status of unfulfilled conditions to the MTO, if any, procedure for tendering acceptances

Z – 1 working days

16. Commencement of tendering period Note: Tendering period is the period within which the shareholders of target company may tender their shares in acceptance of the MTO

Not later than Y + 32 working days = Z

17. Closure of tendering period

Z + 10 working days

18. Completion of all activities in relation to the MTO, including payment to all shareholders of target company who have tendered their shares

Z + 20 working days (completion of offer period)

PERSONS ACTING IN CONCERT

1. Significance of PACs

The concept of PACs is prevalent throughout the Takeover Regulations and is highly significant. The shares or voting rights held by PACs are aggregated with those of the acquirer for the purpose of computing triggers, shareholding and creeping limits under the Takeover Regulations. Similarly, in determining whether an acquirer has acquired control of a target company, it is pertinent to determine whether PACs with such acquirer exercise control over the target company. The shareholding of PACs is also relevant in relation to various disclosure obligations stipulated under the Takeover Regulations. PACs are also entitled to certain exemptions from Mandatory Tender Offer triggers.

In addition, PACs with an acquirer have joint and several obligations under a tender offer. In case of any tender offer launched under the Takeover Regulations, PACs with the acquirer are not permitted to tender their shares.

2. Definition and Bright Line Tests

PACs are defined as persons who, with a common objective or purpose of acquisition of shares or voting rights in, or exercising control over, a target company, pursuant to an agreement or understanding, formal or informal, directly or indirectly co-operate for the acquisition of shares or voting rights in, or control over, the target company.

To prove a concert relationship, the following four ‘bright line’ tests must be satisfied:

one or more persons should have a common objective or purpose;

the common objective or purpose should be the substantial acquisition of shares or voting rights in, or gaining control of, a target company;


these persons should directly or indirectly co-operate by acquiring or agreeing to acquire shares or voting rights in, or control of, such target company; and

such co-operation should be pursuant to a formal/informal agreement or understanding.

A PAC relationship can come into being only by design and not by accident, since the definition presupposes the meeting of minds of two parties in relation to a common objective. However, a PAC relationship does not depend on the existence of a pre-existing relationship; two strangers may be PACs if they have the requisite common objective.

The onus of proving that two persons were, in fact, acting in concert with each other will be on SEBI and it must establish that all of the above bright line tests were satisfied in a given fact situation. The Supreme Court of India has also observed that evidence of actual “concerted acting” is normally difficult to obtain and is not insisted upon. The standard of proof required to establish a concert relationship is one of probability and such standard will be satisfied if, having regard to the relationship between the parties, their conduct and their common interests, it may be inferred that they must be acting together.

3. Deemed PACs

The Takeover Regulations also prescribe categories of persons who are deemed to be acting in concert with each other. In such cases, the legal fiction that any two persons within the same category are acting in concert prevails, and the onus of rebutting this legal fiction is on such parties. Certain key categories of persons who are deemed to be acting in concert with each other include:

company, its holding company, subsidiary company and any company under the same management or control;

a company, its directors, and any person entrusted with the management of the company;

promoters and members of the promoter group;

a mutual fund, its sponsor, trustees, trustee company, and asset management company;

a venture capital fund and its sponsor, trustees, trustee company and asset management company;

a portfolio manager and its client, who is an acquirer; and

banks, financial advisors and stock brokers of the acquirer, unless the bank’s sole role is to provide normal commercial banking services or activities in relation to a tender offer.

EXEMPTIONS

The Takeover Regulations prescribe a rational and tiered approach to exemptions from Mandatory Tender Offer obligations. Some transactions are exempt from the initial as well as consolidation triggers, whereas others are only exempt from the consolidation trigger. Transactions which are exempt from the initial and consolidation trigger include:

1. acquisitions pursuant to an inter se transfer of shares amongst qualifying persons, including

persons named as promoters of the target company in the shareholding disclosures filed under the Equity Listing Agreement for not less than three years prior to the proposed acquisition. SEBI has ruled that this exemption is not available to promoters of companies which have been listed for less than three years;


a company, its subsidiaries, its holding company, and other subsidiaries of such holding company; and

persons acting in concert with each other for not less than three years prior to the proposed acquisition, and disclosed as such in filings made under the Equity Listing Agreement;

2. acquisitions in the ordinary course by:

a SEBI-registered underwriter by way of allotment pursuant to an underwriting agreement in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2009 (the “ICDR Regulations”);

a SEBI-registered stock broker on behalf of its client in exercise of lien over the shares purchased on behalf of the client under the bye-laws of the relevant stock exchange;

a scheduled commercial bank (as classified by the Reserve Bank of India), acting as an escrow agent;

invocation of pledge by scheduled commercial banks or public financial institutions (as classified by the Reserve Bank of India) as a pledgee;

3. acquisitions under a scheme of amalgamation, merger or demerger pursuant to an order of a court or other competent authority under any law or regulation, Indian or foreign, subject to fulfilment of specified conditions;

4. acquisitions pursuant to a delisting in accordance with the Delisting Regulations; and

5. bailout takeovers of sick industrial companies undertaken pursuant to a scheme formulated by an operating agency under the Sick Industrial Companies (Special Provisions) Act, 1985.

Any acquisition of shares, up to his entitlement, by a shareholder under a rights issue, any increase in voting rights pursuant to a buy-back, and acquisition of shares in a target company in exchange for shares of another target company tendered under a tender offer under the Takeover Regulations are examples of acquisitions which are exempt from the consolidation trigger.

DISCLOSURES

An acquirer is required to disclose any acquisition of 5% or more of the voting rights in the target company within two working days of such acquisition. An acquirer holding in excess of 5% would have to disclose every acquisition or disposal of shares representing 2% or more of the shares or voting rights in the target company. The acquisition of convertible instruments would also attract disclosure requirements.

Promoters are required to make annual disclosures as of March 31 of every year. Promoters are also required to disclose details of encumbered shares in the target company, where encumbrance has been defined to include "pledge or lien or any other transaction which may result in a change in title to the shares".

MINORITY SQUEEZE OUT AND DELISTING

Where the shares accepted in the tender offer by the acquirer results in the acquirer’s aggregate shareholding exceeding the maximum permissible non-public shareholding threshold, the acquirer is required to dilute its shareholding in accordance with the provisions of the SCRR to ensure that the public shareholding in the target company is maintained at the stipulated threshold.


The Takeover Regulations do not permit an acquirer whose shareholding has breached the maximum permissible non-public shareholding threshold pursuant to a tender offer to initiate a delisting of the target company for a period of twelve months from the completion of the tender offer. Therefore, any delisting of a target company will have to be undertaken through a two-step process, and the framework of the Takeover Regulations does not contemplate an automatic ‘going private’ regime. A squeeze-out of minority shareholders is governed by the provisions of the Companies Act, 2013 and the Delisting Regulations.

In terms of the Delisting Regulations, a voluntary delisting can be initiated only by a promoter (i.e., controlling shareholder). Therefore, a minority shareholder or a person who is not in control of the target company cannot presently launch a delisting offer. Delisting is initiated through a delisting offer, for which the procedure is prescribed in the Delisting Regulations.

The Delisting Regulations stipulate that a delisting offer will be successful only if the shares accepted reach the higher of:

ninety per cent. of the total issued shares of the class of shares proposed to be delisted, excluding the shares which are held by a custodian and against which depository receipts have been issued overseas; or

the aggregate percentage of the promoters shareholding (along with persons acting in concert with him) prior to the delisting offer and fifty per cent. of the size of the delisting offer.

It may be noted that persons acting in concert with the promoter are not permitted to tender their shares in a delisting offer.

If the delisting offer is successful and the higher of the two parameters described above are met, the target company will be delisted. Where the target company is delisted, any remaining public shareholders holding shares in the target company are entitled to tender their shares to the promoter within a minimum period of one year from the date of delisting. In such cases, the promoter is required to accept the shares tendered at the same final price at which the shares were delisted.

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30760559_1_2014 - Takeover Guide - India