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LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is being sent to you as a shareholder(s) of Solvay Pharma India Limited. If you require any clarifications about the action to be taken, you should consult your stock broker or investment consultant or the Manager / Registrar to the Offer. In case you have sold your shares in the company, please hand over this Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement,
Form of Withdrawal and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.
CASH OFFER AT Rs. 3,054.73/- (Rupees three thousand fifty four and paisas seventy-three only) PER FULLY PAID-UP EQUITY SHARE (“Offer Price”)
Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the “SEBI (SAST) Regulations”/ “Regulations”)
TO ACQUIRE Up to 1,009,942 Fully Paid-Up Equity Shares of face value Rs. 10/- each (“Offer”)
representing 20.00% of the Paid-up Equity Share Capital OF
Solvay Pharma India Limited Registered Office: 271, Business Park, 6th & 7th Floors, Model Industrial Colony, Off Aarey Road, Goregaon (East), Mumbai 400063,
Maharashtra Tel: +91-22-28717400 / 42447400, Fax: +91-22-28717499 / 42447499
(the “Target” or “Target Company”) BY
Abbott Capital India Limited Registered Office: Abbott House, Vanwall Business Park, Vanwall Road, Maidenhead, Berkshire, SL6 4XE, England
Tel + 44 (0)1628-773355, Fax + 44 (0) 1628-644305 (the “Acquirer”)
and Abbott Laboratories
Registered Office: 100 Abbott Park Road, Abbott Park, Illinois, 60064, USA Tel: +1-847-935-6722, Fax +1-847-937-9555
The ultimate holding company of the Acquirer, which is acting in concert (the “Person Acting in Concert” or “PAC”)
Note: 1. The Offer is being made pursuant to and in accordance with the provisions of Regulations 10 and 12 of the Regulations and subsequent amendments thereto. 2. The Offer is not conditional upon any minimum level of acceptance by the shareholders 3. This Offer is subject to receipt of approval of the Reserve Bank of India (“RBI”) and the Foreign Investment Promotion Board (“FIPB”) for the acquisition of Shares under the Offer.
The Acquirer has made an application to the FIPB on February 22, 2010 and is awaiting its response to the same. The Acquirer shall be making the application to the RBI to obtain its approval after receipt of the approval from FIPB. Besides the above, to the best of the knowledge of the Acquirer / PAC, no other approvals are required to acquire Shares tendered pursuant to this Offer. However, the Offer will be subject to all statutory approvals as may be applicable.
4. The procedure for acceptance of this Offer is set out in this Letter of Offer. A Form of Acceptance-cum-Acknowledgement and transfer deed (where applicable) along with Form of Withdrawal are enclosed with this Letter of Offer.
5. Should the Acquirer / PAC decide to revise the Offer Price upward, such upward revision will be made in terms of Regulation 26 of the Regulations not later than April 29, 2010, Thursday. If there is any upward revision in the Offer Price, the same would be notified by way of a public announcement in the same newspapers in which the Public Announcement (“PA”) appeared. Such revised offer price would be payable to all shareholders who have accepted this Offer and tendered their Shares at any time during the term of the Offer to the extent to which their acceptance and tenders have been found valid and accepted by the Acquirer / PAC.
6. The Acquirer / PAC may withdraw the Offer in accordance with the conditions specified in Regulation 27 of the Regulations. In the event of such withdrawal, the same would be notified by way of a public announcement in the same newspapers in which the PA appeared.
7. Shareholders who have accepted the Offer by tendering the requisite documents in accordance with the procedures set forth in the PA and this Letter of Offer can withdraw the same up to three (3) working days prior to the date of closure of the Offer viz. May 5, 2010, Wednesday.
8. A copy of the Public Announcement and a copy of this Letter of Offer (including Form of Acceptance-cum-Acknowledgement and the Form of Withdrawal) would be available on SEBI’s website at www.sebi.gov.in from the Offer opening date viz. April 19, 2010, Monday. The Form of Acceptance-cum-Acknowledgement may be downloaded and used to accept the Offer only in jurisdictions where legally permissible. Persons outside India accessing these pages are required to inform themselves of and observe any relevant restrictions.
9. This document has not been filed, registered or approved in any jurisdiction outside India. Recipients of this document resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements.
10. If there is competitive bid, the public offers under all the subsisting bids shall close on the same date. As the Offer Price cannot be revised during the 7 (seven) working days prior to the closing date of the offers/bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.
11. This Offer is not a competitive bid. There has been no competitive bid as of the date of the Letter of Offer. All future correspondence, if any, should be addressed to the Registrar to the Offer shown below:
Manager to the Offer Registrar to the Offer
DSP Merrill Lynch Limited Mafatlal Centre, 10th Floor, Nariman Point, Mumbai 400 021 Telephone: +91 22 6632 8000 Facsimile: +91 22 2204 8518 Contact Person: Mr. Aseem Goyal Email: [email protected]
Sharepro Services (India) Private Limited 13/A-B, Samitha Ware House, IInd Floor, Near Sakinaka Telephone Exchange, Sakinaka Naka, Andheri (East), Mumbai 400 072 Telephone: +91 22 67720300 / 400; Facsimile: +91 22 28508927 Contact Person: Mr. Ganesh Rane / Mr. Anand Moolya E-mail: [email protected]
OFFER OPENS Monday, April 19, 2010 OFFER CLOSES Saturday, May 8, 2010
(For Schedule of Major Activities relating to the Offer please refer to the next page)
SCHEDULE OF MAJOR ACTIVITIES RELATING TO THE OFFER:
Activity Original Schedule Revised Schedule Public Announcement (“PA”) Date Wednesday, February
17, 2010 Wednesday, February
17, 2010
Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)
Friday, March 19, 2010 Friday, March 19, 2010
Last date for a competitive bid Wednesday, March 10, 2010
Wednesday, March 10, 2010
Date by which individual Letters of Offer will be dispatched to the shareholders
Friday, April 2, 2010 Tuesday, April 13, 2010
Offer Opening date Wednesday, April 7, 2010
Monday, April 19, 2010
Last date for revising the Offer Price Thursday, April 15, 2010
Thursday, April 29, 2010
Last date for withdrawal by shareholders Wednesday, April 21, 2010
Wednesday, May 5, 2010
Offer Closing date Monday, April 26, 2010 Saturday, May 8, 2010
Date by which acceptance / rejection would be intimated and the corresponding payment for the acquired equity shares and / or the share certificates for the rejected / withdrawn equity shares will be dispatched and/or credited to the beneficiary account in case of dematerialized equity shares
Tuesday, May 11, 2010 Wednesday, May 19, 2010
All owners (registered or unregistered) of Shares (except the Acquirer and the PAC) are eligible to participate in the Offer anytime before the closing of the Offer.
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RISK FACTORS 1) The acquisition of Shares by the Acquirer / PAC under this Offer is subject to receipt of approval of the
RBI / FIPB. The Acquirer / PAC will be entitled to not to proceed with the Offer in terms of Regulation 27 of the Regulations in the event the statutory approvals mentioned above are not received by the Acquirer. In the event the Acquirer is allowed not to proceed with the Offer in terms of Regulation 27 of the Regulations the amount deposited in the Escrow Account shall be released to the Acquirer.
2) In the event that either (a) there is any litigation leading to a stay on the Offer or (b) SEBI instructs the Acquirer or Person Acting in Concert not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the shareholders of the Target Company whose Shares are accepted under the Offer as well as the return of Shares not accepted under the Offer by the Acquirer may be delayed. In case of delay, due to non-receipt of statutory approvals, as per Regulation 22(12) of the SEBI Takeover Regulations, SEBI may, if satisfied that non-receipt of approvals was not due to any willful default or negligence on the part of the Acquirer or Person Acting in Concert, grant an extension for the purpose of completion of the Offer subject to the Acquirer and Person Acting in Concert agreeing to pay interest to the shareholders of the Target Company.
3) Further, shareholders of the Target Company should note that after the last date of withdrawal, i.e. May 5, 2010, shareholders who have lodged their acceptances will not be able to withdraw them even if the acceptance of Shares under the Offer and dispatch of consideration is delayed. The tendered Shares and documents would be held by the Registrar to the Offer, until such time as the process of acceptance of tenders, the payment of consideration and other Offer obligations are completed.
4) The Shares tendered in the Offer will lie to the credit of the Depository Escrow Account until the completion of the Offer formalities and shareholders will not be able to trade such Shares. During such period there may be fluctuations in the market price of the Shares. The Acquirer and Person Acting in Concert make no assurance with respect to the market price of the Shares both during the Offer period and after completion of the Offer and disclaim any responsibility with respect to any decision by shareholders on whether or not to participate in the Offer.
5) The Acquirer and Person Acting in Concert make no assurance with respect to the future financial performance of the Target Company.
6) In the event of oversubscription in the Offer, the acceptance of the tendered Shares will be on a proportionate basis as per Regulation 21(6) of the Regulations and will be contingent on the level of oversubscription.
The indicative risk factors set forth above are in relation to the Offer and not in relation to the present or future business or operations of the Target Company or any other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by shareholders in the Offer or in associating with the Acquirer and Person Acting in Concert. Shareholders of the Company are advised to consult their stock broker or investment consultant or tax advisor, if any, for further risks with respect to their participation in the Offer.
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Index Disclaimer............................................................................................................................................................... 6
1. Background to the Offer................................................................................................................................. 6
2. Details of the Offer......................................................................................................................................... 7
3. Object of the Offer ......................................................................................................................................... 8
4. Background of the Acquirer and PAC ........................................................................................................... 8
5. Option in terms of Regulation 21(2) ............................................................................................................ 27
6. Background of the Target............................................................................................................................. 27
7. Offer Price and Financial Arrangements...................................................................................................... 33
8. Terms and Conditions of the Offer .............................................................................................................. 37
9. Statutory Approvals ..................................................................................................................................... 38
10. Procedure for Acceptance and Settlement.................................................................................................... 38
11. Documents for Inspection ............................................................................................................................ 41
12. Declaration by the Acquirer and the PAC.................................................................................................... 42
Attached: Form of Acceptance-cum-Acknowledgement, Form of Withdrawal and Transfer Deed (where applicable)
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DEFINITIONS/ABBREVIATIONS Acquirer Abbott Capital India Limited Abbott Group / the Group Consists of Abbott Laboratories, Abbott Capital India Ltd. and other affiliated
companies Board of Directors / Board
Board of Directors of the Target
BSE Bombay Stock Exchange Limited CDSL Central Depository Services Limited Depository Escrow Account
The depository account called “Escrow Account – Solvay Pharma Open Offer”, opened by the Registrar with DSPML at National Securities Depository Limited (NSDL). The DP ID is IN302638 and the beneficiary client ID is 10055580
DP Depository Participant Eligible Person(s) All shareholders (registered and unregistered) of the Target other than the
Acquirer and the PAC anytime before Offer Closing Date Escrow Account The escrow account opened by the Acquirer with Standard Chartered Bank (acting
through its branch offices in India at 90, M.G. Road, Fort, Mumbai-400 001). The Acquirer has deposited a sum of Rs. 911,644,531.25/- (Rupees nine hundred eleven million six hundred forty-four thousand five hundred thirty one and paisas twenty five only) in this escrow account as cash
FIPB Foreign Investment Promotion Board FEMA Foreign Exchange Management Act, 1999 Public Announcement / PA
The public announcement of the Offer made by the Acquirer/ PAC on February 17, 2010 in the following newspapers: Financial Express, English national daily - all editions, Jansatta, Hindi national daily – all editions, Navshakti, Marathi regional language daily - Mumbai edition
Manager to the Offer / DSPML
DSP Merrill Lynch Limited
NSDL National Securities Depository Limited Offer Cash offer being made by the Acquirer / PAC to the shareholders of the Target on
the terms contained in this Letter of Offer Offer Closing Date May 8, 2010 Offer Opening Date April 19, 2010 Offer Price Rs. 3,054.73/- (Rupees three thousand fifty four and paisas seventy-three only) per
Share PAC Persons Acting in Concert, Abbott Laboratories RBI Reserve Bank of India Registrar to the Offer Sharepro Services (India) Private Limited SEBI (SAST) Regulations/ Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto
SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992 Share(s) Fully paid-up equity shares of face value Rs. 10/- each of the Target Specified Date Date for the purpose of determining the names of shareholders, as appearing in the
Register of Members of the Target or the beneficial records of the relevant DPs, to whom the Letter of Offer will be sent. This date has been determined as March 19, 2010
Target Solvay Pharma India Limited CURRENCY OF PRESENTATION Please note that all financial data contained in this Letter of Offer has been rounded off to the nearest million, except where stated otherwise. Certain financial details contained in this Letter of Offer are denominated in USD, GBP or EUR. The Rupee equivalent quoted in each case for USD is calculated based on the RBI reference rate of Rs. 46.18 per USD as on February 16, 2010. The Rupee equivalent quoted in each case for EUR, except for para 7.1.3.1, is calculated based on the RBI reference rate of Rs. 62.98 per EUR as on February 16, 2010. The rupee equivalent quoted in each case for GBP is calculated based on the RBI reference rate of Rs. 72.48 per GBP as on February 16, 2010.
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This Letter of Offer is being issued by DSP Merrill Lynch Limited (“DSPML” or the “Manager to the Offer”), on behalf of the Acquirer and the PAC pursuant to Regulations 10 and 12 and other applicable provisions of the Regulations.
Disclaimer IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF SOLVAY PHARMA INDIA LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER, THE PAC OR OF THE TARGET WHOSE SHARES/CONTROL ARE/IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT, WHILE THE ACQUIRER / PAC ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY, AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER / PAC DULY DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, DSP MERRILL LYNCH LIMITED, THE MANAGER TO THE OFFER HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED MARCH 1, 2010 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THERETO. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER / PAC FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.
1. Background to the Offer
1.1. On September 26, 2009, Abbott Laboratories, a corporation organized under the laws of the State of Illinois, United States of America (“Abbott” or the “Person Acting in Concert/ PAC”), and certain of its subsidiaries, on the one hand, and Solvay SA, a company organized under the laws of Belgium (“Solvay”) and certain of its subsidiaries, on the other hand, entered into that certain Stock and Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which certain subsidiaries of Abbott agreed to acquire the business of Solvay and its subsidiaries relating to researching, developing, manufacturing, selling, marketing or distributing pharmaceutical, vaccine and diagnostic products and related services (the “Business”).
1.2. On February 15, 2010, the Purchase Agreement was acted upon pursuant to which, a subsidiary of
Abbott, Abbott Holdings Luxembourg S.à r.l. Dutch S.C.S., a private limited liability company organized under the laws of Luxembourg acquired all the outstanding shares of Sodufa BV, a private company with limited liability organized under the laws of the Netherlands and a subsidiary of Solvay (“Sodufa”). Sodufa owns all of the outstanding shares of Solvay Healthcare Limited, a company organized under the laws of the United Kingdom (“Solvay Healthcare”), and British Colloids Ltd., a company organized under the laws of the United Kingdom (“British Colloids”).
1.3. Solvay Healthcare and British Colloids together own 3,476,634 fully paid up equity shares of Rs. 10/-
(Rupees ten only) each of the Target (“Shares”), representing approximately 68.85% of the paid up equity share capital of the Target.
1.4. On February 16, 2010, in accordance with the requirements of the United States Securities Exchange
Act of 1934, as amended, and the listing rules of the New York Stock Exchange, Abbott filed a Current Report on Form 8-K with the United States Securities and Exchange Commission announcing its acquisition of the Business and including as exhibits an Amendment to the Purchase Agreement and a copy of the press release issued by Abbott relating to the completion of the transaction.
1.5. Consequently, pursuant to the closing of the transactions contemplated by the Purchase Agreement,
Abbott has indirectly acquired 68.85% of the equity share capital and control of the Target Company.
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Hence, in accordance with Regulations 10 and 12 of the SEBI (SAST) Regulations, this offer (the “Offer”) is being made to the public shareholders of the Target Company by the Acquirer.
1.6. Neither the Acquirer nor the PAC nor the Target nor any of its directors has been prohibited by SEBI
from dealing in securities, in terms of direction issued under Section11B of the SEBI Act or under any of the regulations made thereunder.
1.7. The Acquirer and the PAC reserve the right to reconstitute the Board of Directors of the Target
Company, in accordance with the provisions contained in the Takeover Regulations and the Companies Act, 1956. It is intended that the board will be reconstituted after or before the conclusion of the Offer to afford representation to the Acquirer and/ or the PAC. The persons who will be inducted to the Board are yet to be decided. In the event that any nominees of the Acquirer or PAC are appointed to the board of the Target before the conclusion of the Offer, the proviso to regulation 22(7) of the Regulations shall be complied with.
2. Details of the Offer 2.1. The Public Announcement of the Offer appeared on February 17, 2010 in the following newspapers in
accordance with Regulation 15 of the Regulations:
Newspapers Language Edition
Financial Express English All Editions Jansatta Hindi All Editions Navshakti Marathi Mumbai Edition
A copy of the Public Announcement is also available on SEBI website at www.sebi.gov.in
2.2. This Offer to the shareholders of the Target is to acquire up to 1,009,942 fully paid up equity shares of
Rs 10/- each of the Target representing up to 20.00% of the present fully paid up equity share capital of the Target at the Offer Price of Rs. 3,054.73/- (Rupees three thousand fifty four and paisas seventy-three only) per Share, to all shareholders of the Target who tender their Shares and whose Shares are acquired by the Acquirer / PAC.
2.3. The Offer Price will be payable in cash, subject to the terms and conditions mentioned in this Letter of
Offer.
2.4. There are no partly paid Shares in the Target or any instruments convertible into Shares of the Target at a future date.
2.5. The Offer is not conditional upon any minimum level of acceptance. Accordingly, the Acquirer / PAC
will accept all Shares tendered by the shareholders pursuant to the Offer at the Offer Price subject to the Shares tendered not exceeding 1,009,942 Shares. In case the total number of Shares tendered exceeds this number, the acceptance will be made on a proportionate basis in accordance with the Regulations.
2.6. Neither the Acquirer, nor the PAC has acquired any further Shares in the Target after the date of PA
and up to the date of this Letter of Offer.
2.7. Any decision for the upward revision in the Offer Price by the Acquirer till the last date of revision (April 29, 2010) or withdrawal of the Offer would be communicated by way of a public announcement in the same newspapers in which the Public Announcement appeared. In case of an upward revision in the Offer Price, the Acquirer would pay such revised price for all the Shares validly tendered any time during the Offer and accepted under the Offer. The acquisition of Shares, which are validly tendered, by the Acquirer under this Offer will take place on or before May 19, 2010, in accordance with the schedule of events set out in this Letter of Offer and not at any point earlier in time.
2.8. There has been no competitive bid to this Offer as on the date of this Letter of Offer.
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2.9. As the Offer Price cannot be revised during 7 (seven) working days prior to the closure of the Offer, it
would, therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final offer price and tender their acceptance accordingly.
2.10. Shares that are subject to any charge, lien or encumbrance are liable to be rejected in the Offer.
Applications in respect of Shares that are the subject matter of litigation wherein the shareholders may be prohibited from transferring the Shares during the pendency of such litigation are liable to be rejected if the directions / orders permitting transfer of these Shares are not received together with the Shares tendered under the Offer.
3. Object of the Offer
3.1. The Offer to the Shareholders is being made following the global acquisition referred in Paras 1.1 –
1.5 above, which has resulted in an indirect change in control of Target Company. In accordance with Regulations 10 and 12 of the SEBI (SAST) Regulations, Acquirer is making this Offer to the Shareholders.
3.2. Abbott India Limited (“AIL”), a listed Indian company promoted by the Acquirer, and the Target
participate in the Indian branded generics market. Acquisition of shares in the Open Offer would strengthen the Group’s position in the Indian branded generic market as AIL and the Target Company would have a combined rank of 10th in the market (Source: ORG-IMS, Moving Annual Total as of January 2010).
AIL and Target’s product portfolios complement and support each other well. The Group would be able to strengthen its presence in gastroenterology, women’s health and central nervous system segments.
4. Background of the Acquirer and PAC 4.1. The Acquirer
4.1.1. Abbott Capital India Ltd. is a private limited company and has its registered and corporate
office at Abbott House, Vanwall Business Park, Vanwall Road, Maidenhead, Berkshire, SL6 4XE, England, Tel +44 (0)1628-773355, Fax +44 (0)1628-644305. The shares of the Acquirer are not listed on any stock exchange.
4.1.2. Acquirer is an indirectly owned subsidiary of Abbott Laboratories which is the ultimate holding
company and the beneficial owner of 100% of the share capital of Abbott Capital India Limited.
4.1.3. Acquirer is a holding company and is the promoter of Abbott India Limited. Acquirer’s primary assets are 9,428,184 shares it holds in Abbott India Ltd. The Net Assets of the Acquirer, as per its audited accounts dated November 30, 2009, are GBP 52,177,000 (equivalent to Rs. 3,781,788,960).
4.1.4. Acquirer was incorporated on February 22, 2001 (Registered Number. 04166322) under the
laws of England and Wales as Lupharma UK Holding One Ltd. The name of the Acquirer was changed subsequently to Abbott Capital India Limited with effect from December 13, 2002.
4.1.5. The objects of the Acquirer include:
“To carry on the business of a holding company in all its branches, and to acquire by purchase, lease, concession, grant, licence or otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares, debentures, debenture stock, bonds, obligations, securities, reversionary interests, annuities, policies of assurance and other property and rights and interests in property as the Company shall deem fit and generally to hold, manage, develop, lease, sell or dispose of the same; and to vary any of the investments of the Company, to act as trustees of any deeds constituting or securing any debentures, debenture stock or other securities or obligations; to enter into, assist, or participate in financial, commercial, mercantile, industrial and other transactions, undertakings and businesses of every description, and to
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establish, carry on, develop and extend the same or sell, dispose of or otherwise turn the same to account, and to co-ordinate the policy and administration of any companies of which this Company is a member or which are in any manner controlled by, or connected with the Company, and to carry on all or any of the businesses of capitalists, trustees, financiers, financial agents, company promoters, bill discounters, insurance brokers and agents, mortgage brokers, rent and debt collectors, stock and share brokers and dealers and commission and general agents, merchants and traders; and to manufacture, buy, sell, maintain, repair and deal in plant, machinery, tools, articles and things of all kinds capable of being used for the purposes of the above-mentioned business or any of them, or likely to be required by customers of or persons having dealings with the Company.”
4.1.6. Acquirer’s paid up capital is GBP 2, consisting of 2 shares of face value of GBP 1 each.
4.1.7. As the Acquirer does not hold any shares of the Target, the provisions of Chapter II of
Regulations are not applicable.
4.1.8. Name & address of the Board of Directors of the Acquirer • Thomas C. Freyman • Michael Smith • Camilla Soenderby
The address of each of Acquirer’s directors is c/o Abbott Capital India Ltd., Abbott House, Vanwall Business Park, Vanwall Road, Maidenhead, Berkshire, Sl6 4XE, England.
4.1.9. None of the above directors is on the Board of the Target.
4.1.10. Details of experience, qualifications, date of appointment of the Board of Directors of the
Acquirer Thomas Freyman – Mr. Freyman is Executive Vice President, Finance and Chief Financial Officer, Abbott Laboratories. He was appointed to his current role in February 2004 and has served as Abbott's Chief Financial Officer since 2001. Mr. Freyman joined Abbott in 1979, and has served in a number of financial planning and analysis positions. In 1984, Mr. Freyman was appointed finance director for Abbott's European distribution center in the Netherlands. He also served as division controller, Corporate Materials Management, vice president and treasurer, and vice president and controller, Hospital Products Division. Prior to joining Abbott, Mr. Freyman was a certified public accountant with Ernst & Whinney, Chicago. Mr. Freyman has served as a director since January 1, 2001. Michael Smith – Prior to joining Abbott in 2003, Mr. Smith had been a Business Unit Manager for Pharmacia and Pfizer. Mr. Smith joined Abbott as UK National sales manager for the Nutrition division and was promoted to UK Nutritional General Manager in 2005. He holds a B.Sc. Honours degree in Biochemistry and Genetics and an MBA. Mr. Smith has served as a director since September 26, 2008. Camilla Soenderby – Ms. Soenderby joined Abbott in May 2008. Prior to joining Abbott, she held several positions with Schering-Plough. Ms. Soenderby also worked as Senior Management Consultant with McKinsey, and Commercial Assistant with the Royal Danish Embassy – Beijing. Ms. Soenderby has served as a director since January 20, 2010.
4.1.11. The audited financial statements of Abbott Capital India Ltd. for the last three years
12 month period ending November 30,
2007 2008 2009
Profit & Loss Statement (GBP ’000) (Rs. lacs) (GBP ’000) (Rs. Lacs) (GBP ’000) (Rs. lacs)
Income from shares in group undertakings(1)
1,977 1,433 2,075 1,504 1,715 1,243
Other expenses (12) (9) (7) (5) (9) (7)
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12 month period ending November 30,
2007 2008 2009
Profit & Loss Statement (GBP ’000) (Rs. lacs) (GBP ’000) (Rs. Lacs) (GBP ’000) (Rs. lacs)
Depreciation - - - - - -
Operating profit after depreciation 1,965 1,424 2,068 1,499 1,706 1,237
Interest receivable and similar income 637 462 90 65 21 15
Interest expense - - - - - -
Profit on ordinary activities before taxation
2,602 1,886 2,158 1,564 1,727 1,252
Tax charge on profit on ordinary activities
(188) (136) (24) (17) (3) (2)
Profit / (loss) for the financial year 2,414 1,750 2,134 1,547 1,724 1,250
Source: Annual Reports - November 2007, November 2008 and November 2009 (1) The Acquirer being a holding company does not have any operations of its own. Consequently, it does not generate any direct income from operations.
As on November 30,
2007 2008 2009
Balance Sheet Statement (GBP ’000) (Rs. lacs) (GBP ’000) (Rs. Lacs) (GBP ’000) (Rs. lacs)
Sources of Funds Called up share capital(1) 0 0 0 0 0 0 Reserves 50,419 36,544 50,453 36,568 52,177 37,818 Shareholders' Funds 50,419 36,544 50,453 36,568 52,177 37,818 Secured / unsecured Loans - - - - - - Total 50,419 36,544 50,453 36,568 52,177 37,818 Uses of Funds Investments 50,116 36,324 50,116 36,324 50,116 36,324 Net Current Assets 303 220 338 245 2,061 1,494 Total 50,419 36,544 50,454 36,569 52,177 37,818
Source: Annual Reports - November 2007, November2008 and November 2009; (1) Called up share capital is GBP 2, consisting of 2 shares of GBP 1 each
As on November 30,
2007 2008 2009
Other Financial data (GBP) (Rs.) (GBP) (Rs.) (GBP) (Rs.)
Dividend (%)(1) 600000000% 105000000% 0%
Earnings per share(2) 1,207 87,483 1,067 77,336 862 62,478
Return on Shareholders’ Funds 4.8% 4.2% 3.3%
Book Value per share(3) 25,210 1,827,185 25,227 1,828,417 26,089 1,890,895
Source: Annual Reports - November 2007, November 2008 and November 2009; (1) Calculated as Dividend paid / face value of shares (2) Calculated as Profit for the financial year / Number of shares (3) Calculated as Shareholders’ Funds / Number of shares 4.1.12. Explanation of the variation in total income and PAT in the recent years
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FY2009 vs FY2008 Total income and profit were lower by 17.4% and 19.2% respectively on account of lower investment income from shares held in group undertakings. FY2008 vs FY2007 Total income increased by 5.0% on account of higher investment income from shares held in group undertakings. Lower interest receivable and similar income in 2008 resulted in the profit being lower by 11.6%.
4.1.13. As indicated in the Annual Report of the Acquirer for the financial year ended November 30, 2009, there are no contingent liabilities.
4.1.14. As of the date herein, the Acquirer does not hold any equity shares, in the Target Company.
4.1.15. Significant accounting policies of the Acquirer
A summary of the principal accounting policies, all of which have been applied consistently throughout the year 2009 and the preceding year, is set out below: (a) Basis of accounting
The accounts have been prepared on the historical cost basis and have been prepared in accordance with applicable United Kingdom law and accounting standards. The company has taken advantage of the exemption from the requirement of FRS 1 (revised) "Cash Flow Statements" to present a cash flow statement because it is a wholly-owned subsidiary of the ultimate parent company, Abbott Laboratories incorporated in the State of Illinois, USA, which prepares consolidated accounts that are publicly available. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual report and accounts.
(b) Interest income
Interest income is due to the company from cash deposits with affiliated companies or third party banks. Interest income is calculated on a daily basis and accrued monthly.
(c) Taxation
UK corporation tax is provided at amounts expected to be paid, or recovered, using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the accounts that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the accounts. A net deferred tax asset is recognised as recoverable only when, on the basis of available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is not discounted.
(d) Foreign currency
Foreign currency transactions are translated into sterling at the rates ruling at the transaction date. Amounts payable or receivable in foreign currency are translated into sterling at the rate ruling at the balance sheet date, or where appropriate, at the rate of exchange in a related forward exchange contract. Any gains or losses are reported as exchange differences in the profit and loss account.
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(e) Fixed asset investments Fixed asset investments are shown at cost less provision for impairment.
4.2. The PAC
4.2.1. Abbott Laboratories is a corporation and has its registered and corporate office at 100 Abbott
Park Road, Abbott Park, Illinois, 60064, USA (Tel: +1-847-935-6722, Fax +1-847-937-9555). 4.2.2. Abbott was incorporated on March 6, 1900 (Registered Number 08142220) under the laws of
the State of Illinois, USA.
4.2.3. Abbott’s principal business is the discovery, development, manufacture and sale of a broad line of health care products. Abbott’s products are generally sold directly to retailers, wholesalers, hospitals, health care facilities, laboratories, physicians’ offices and government agencies throughout the world.
4.2.4. Abbott is the parent company for the Group. Abbott is a listed company with 67,461 holders of
Abbott common shares as of December 31, 2009. There is no identifiable promoter / dominant shareholder of Abbott. The top 10 shareholders are financial institutions who owned 24.35% in Abbott as of December 31, 2009. Abbott does not have a par value for its common shares. The value of common shares (without par value) issued at stated capital amount as of December 31, 2009 is US$8,258mm. The principal market for Abbott’s common shares is the New York Stock Exchange. Its shares are also listed on the Chicago Stock Exchange and traded on various regional and electronic exchanges. Outside the United States, Abbott’s shares are listed on the London Stock Exchange and the Swiss Stock Exchange. The market price of Abbott’s shares as on February 12, 2010 was USD 53.93 per share (equivalent to Rs. 2,490.5).
4.2.5. Except for its indirect interest in the Shares held by Solvay Healthcare and British Colloids, the
PAC has not held any Shares in the equity share capital of the Target Company prior to the date of the Public Announcement and as of the date of this Letter of Offer. The details of Chapter II related disclosures by the PAC, Solvay Healthcare and British Colloids are as given below.
4.2.5.1. Solvay Healthcare made a disclosure under Regulation 7(1) of the Regulations in relation
to inter-se transfer of shares within Promoter Group on December 17, 2004, as given in Annexure III.
4.2.5.2. The PAC has made a disclosure under Regulation 7(1) of the Regulations in relation to the
indirect acquisition on February 16, 2010, as given in Annexure II.
4.2.6. Names and address of the Board of Directors of Abbott • Robert J. Alpern, M.D. • Roxanne S. Austin • William M. Daley • W. James Farrell • Laurance Fuller • William A. Osborn • The Rt. Hon. Lord Owen CH FRCP • W. Ann Reynolds, Ph.D • Roy S. Roberts • Samuel C. Scott III • William D. Smithburg • Glenn F. Tilton • Miles D. White The address of each of Abbott’s directors is c/o Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6400.
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4.2.7. None of the Directors of Abbott is on the Board of the Target. 4.2.8. Details of experience, qualifications, date of appointment of the Board of Directors.
Robert J. Alpern, M.D. — Dr. Alpern has served as the Ensign Professor of Medicine, Professor of Internal Medicine, and Dean of Yale School of Medicine since June 2004. From July 1998 to June 2004, Dr. Alpern was the Dean of The University of Texas Southwestern Medical Center. He joined the faculty of The University of Texas Southwestern Medical Center in 1987 as Associate Professor and Chief of the Division of Nephrology. Dr. Alpern also served as Professor of Internal Medicine and held the Ruth W. and Milton P. Levy, Sr. Chair in Molecular Nephrology and the Atticus James Gill, M.D. Chair in Medical Science, while on the faculty of The University of Texas Southwestern Medical Center. Dr. Alpern served on the Scientific Advisory Board of Ilypsa from 2004 until 2007 and since 2007 has served on the Scientific Advisory Board of Relypsa. Dr. Alpern also serves as a Director on the Board of Yale – New Haven Hospital. Dr. Alpern has served as a director since October 2008. Roxanne S. Austin — Mrs. Austin is the president of Austin Investment Advisors, a private investment and consulting firm. Prior to that, she served as president and chief operating officer of DIRECTV, Inc. from June 2001 to December 2003. She also served as executive vice president of Hughes Electronics Corporation and as a member of its executive committee until December 2003. From 1997 to June 2001, Mrs. Austin was the corporate senior vice president and chief financial officer of Hughes Electronics Corporation. Prior to joining Hughes in 1993, Mrs. Austin was a partner at the accounting firm Deloitte & Touche. Mrs. Austin earned her B.B.A. degree in accounting from the University of Texas at San Antonio. She serves on the board of trustees of the California Science Center. Mrs. Austin serves on the board of directors of Target Corporation, Teledyne Technologies Inc., and Telefonaktiebolaget LM Ericsson (LM Ericsson Telephone Company). Mrs. Austin has served as a director since December 2000. William M. Daley – Mr. Daley has served as the senior executive of the Midwest region and serves on the JPMorgan Chase & Co. Executive Committee and on its International Council since May 2004. He served as president, SBC Communications, Inc. (diversified telecommunications) from December 2001 to May 2004. Mr. Daley was vice chairman of Evercore Capital Partners L.P. from January to November 2001. From June to December 2000, Mr. Daley served as chairman of Vice President Albert Gore’s 2000 presidential election campaign. Mr. Daley served as the U.S. Secretary of Commerce from January 1997 to June 2000. Mr. Daley serves on the board of directors of The Boeing Company, The Art Institute of Chicago, Joffrey Ballet of Chicago, Loyola University of Chicago, Northwestern Memorial Hospital, and Northwestern University. He also sits on the Council on Foreign Relations. Mr. Daley is a graduate of Loyola University in Chicago and of John Marshall Law School. Mr. Daley has served as a director since October 2004. W. James Farrell - Mr. Farrell served as the chairman of Illinois Tool Works Inc. from 1996 to 2006 and as its chief executive officer from 1995 to 2005. He serves on the board of directors of Allstate Insurance Company, UAL Corporation and 3M. Mr. Farrell has served as a director since January 2006. Laurance Fuller - Mr. Fuller was elected president of Amoco Corporation in 1983 and chairman and chief executive officer in 1991. As the result of the merger of British Petroleum, p.l.c. and Amoco effective December 31, 1998, he became co-chairman of BP Amoco, p.l.c. He retired from that position in April 2000. He is a director of Cabot MicroElectronics Corporation and The Nature Conservancy of South Carolina, and a life trustee of The Orchestral Association and presidential counselor of Cornell University. Mr. Fuller has served as a director since February 1988. William A. Osborn – Mr. Osborn has been chairman of Northern Trust Corporation since 1995 and served as its chief executive officer from 1995 through 2007. Mr. Osborn is a director of Caterpillar Inc. and Tribune Company. He is a member of the Board of Trustees of the Museum of Science and Industry, Northwestern University, and Northwestern Memorial HealthCare and serves as chairman of the Chicago Symphony Orchestra Association. He holds a B.A. degree
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and an M.B.A. degree from Northwestern University. Mr. Osborn has served as a director since January 2008. The Rt. Hon. Lord Owen CH FRCP – David Owen is a British subject. He was a neurologist and Research Fellow on the Medical Unit of St. Thomas’ Hospital, London, from 1962 through 1968 and a Member of Parliament for Plymouth in the House of Commons from 1966 until he retired in May of 1992. In 1992, he was created a Life Peer and a Member of the House of Lords. In August of 1992, the European Union appointed him Co-Chairman of the International Conference on Former Yugoslavia. He stepped down in June of 1995. He was chairman of Global Natural Energy p.l.c. (an owner and operator of gasoline retailing sites) from 1995 to 2006. Lord Owen was Secretary for Foreign and Commonwealth Affairs from 1977 to 1979 and Minister of Health from 1974 to 1976. Lord Owen has served as a director since April 1996. W. Ann Reynolds, Ph.D – Dr. Reynolds served as the president of The University of Alabama at Birmingham from 1997 to 2002 and as director of its Center for Community Outreach and Development from 2002 through 2003. From 1990 to 1997, Dr. Reynolds served as chancellor of The City University of New York. Prior to that, she served as chancellor of The California State University system, provost of The Ohio State University and associate vice chancellor for research and dean of the graduate college of the University of Illinois Medical Center, Chicago. She also held appointments as professor of anatomy, research professor of obstetrics and gynecology, and acting associate dean for academic affairs at the University of Illinois College of Medicine. Dr. Reynolds is a graduate of Emporia State University (Kansas) and holds M.S. and Ph.D. degrees in zoology from the University of Iowa. She is also a director of Humana Inc., Owens-Corning, Life Technologies Corporation, and the News-Gazette, Champaign, Illinois. Dr. Reynolds has served as a director since December 1980. Roy S. Roberts – Mr. Roberts has served as managing director of Reliant Equity Investors since September 2000. Mr. Roberts retired from General Motors in April 2000. At the time of his retirement, he was group vice president for North American Vehthe Companye Sales, Service and Marketing of General Motors Corporation, having been elected to that position in October 1998. Prior to that time, he was vice president and general manager in charge of Field Sales, Service and Parts for the Vehthe Companye Sales, Service and Marketing Group from August 1998 to October 1998, general manager of the Pontiac-GMC Division from February 1996 to October 1998, and general manager of the GMC Truck Division from October 1992 to February 1996. Mr. Roberts first joined General Motors Corporation in 1977 and became a corporate officer of General Motors Corporation in April 1987. Mr. Roberts earned a bachelor’s degree from Western Michigan University. He also completed the Executive Development Program at Harvard Business School. He serves as a director of Burlington Northern Santa Fe Corporation, as Trustee Emeritus at Western Michigan University, and as past president and on the National Board of Directors for the Boy Scouts of America. Mr. Roberts has served as a director since April 1998. Samuel C. Scott III – Mr. Scott has served as chairman, president and chief executive officer of Corn Products International since 1997. He was president of the Corn Refining Division of CPC International from 1995 through 1997, when CPC International spun off Corn Products International as a separate corporation. Mr. Scott serves on the board of directors of Bank of New York, Motorola, Inc., Accion International, the Chicago Council on Foreign Relations and Chicago Urban League. He also serves as a trustee of The Conference Board. Mr. Scott graduated from Fairleigh Dickinson University. Mr. Scott has served as a director since April 2007. William D. Smithburg – Mr. Smithburg retired from Quaker Oats in October 1997. Mr. Smithburg joined Quaker Oats in 1966 and became president and chief executive officer in 1981, and chairman and chief executive officer in 1983 and also served as president from November 1990 to January 1993 and again from November 1995. Mr. Smithburg was elected to the Quaker board in 1978 and served on its executive committee until he retired. He is a director of Smurfit-Stone Container Corporation, Northern Trust Corporation, and Corning Incorporated. He is a member of the board of trustees of Northwestern University. Mr. Smithburg earned a B.S. degree from DePaul University and an M.B.A. degree from Northwestern University. Mr. Smithburg has served as a director since October 1982.
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Glenn F. Tilton – Mr. Tilton has been chairman, president and chief executive officer of UAL Corporation and United Air Lines, Inc., a wholly owned subsidiary of UAL Corporation since September 2002. From October 2001 to August 2002, he served as vice chairman of Chevron Texaco Corporation (global energy). In addition, from May 2002 to September 2002 he served as non-executive chairman of Dynegy, Inc. (energy). From February to October 2001 he served as chairman and chief executive officer of Texaco Inc. (global energy). He currently serves as the chairman of the board of directors of the Air Transport Association, and is a member of the U.S. Travel and Tourism Advisory Board. He also serves on the board of the directors of Northwestern Memorial Hospital and on the board of trustees for the Field Museum and the Museum of Science and Industry. Mr. Tilton has served as a director since April 2007. Miles D. White – Mr. White has served as Abbott’s chairman of the board and chief executive officer since 1999. He served as an executive vice president of Abbott from 1998 to 1999, as senior vice president, diagnostics operations from 1994 to 1998, and as vice president, diagnostics systems operations from 1993 to 1994. Mr. White joined Abbott in 1984. He received both his bachelor’s degree in mechanical engineering and M.B.A. degree from Stanford University. He serves on the board of trustees of The Culver Educational Foundation, The Field Museum in Chicago, and Northwestern University. He serves as a director of Motorola Inc. Mr. White has served as a director since April 1998.
4.2.9. Consolidated and audited financial statements of Abbott Laboratories
12 month period ending December 31,
2007 2008 2009
Profit & Loss Statement (USD mn) (Rs. lacs) (USD mn) (Rs. lacs) (USD mn) (Rs. lacs)
Net Sales 25,914 11,967,195 29,528 13,635,824 30,765 14,207,142 Cost of products sold (11,422) (5,274,701) (12,612) (5,824,232) (13,209) (6,100,068) Research and development (2,506) (1,157,109) (2,689) (1,241,693) (2,744) (1,267,056) Acquired in-process research and development
- - (97) (44,913) (170) (78,506)
Selling, general and administrative (7,408) (3,421,013) (8,436) (3,895,571) (8,406) (3,881,846) Total Operating Cost and Expenses 21,336 9,852,823 23,834 11,006,409 24,529 11,327,476 Depreciation included in Total Operating Cost and Expenses
(1,073) (49,544) (1,052) (48,569) (1,211) (55,923)
Operating Earnings 4,579 2,114,372 5,694 2,629,415 6,236 2,879,665 Interest (expense) (593) (273,913) (528) (244,049) (520) (239,977) Interest income 137 63,152 201 92,928 138 63,626 Income from TAP Pharmaceutical Products Inc. joint venture
498 229,984 119 54,953 - -
Net foreign exchange gain (loss) (15) (6,926) (84) (38,904) (36) (16,433) Other income (expense), net (136) (62,586) 455 210,091 1,375 635,203 Earnings from Continuing Operations Before Taxes
4,470 2,064,083 5,856 2,704,433 7,194 3,322,085
Taxes on Earnings from Continuing Operations
(863) (398,688) (1,122) (518,172) (1,448) (668,657)
Earnings from Continuing Operations 3,606 1,665,396 4,734 2,186,261 5,746 2,653,428 Gain on Sale of Discontinued Operations, net of taxes
- - 147 67,655 - -
Net Earnings 3,606 1,665,396 4,881 2,253,916 5,746 2,653,428
Source: Annual Report - December 2009;
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12 month period ending December 31,
2007 2008 2009
Balance Sheet Statement (USD mn) (Rs. lacs) (USD mn) (Rs. lacs) (USD mn) (Rs. lacs)
Source of Funds Common shares (without par value) issued at stated capital amount
6,104 2,818,874 7,444 3,437,829 8,258 3,813,486
Common shares held in treasury, at cost
(1,213) (560,225) (2,626) (1,212,873) (3,310) (1,528,718)
Earnings employed in the business 10,806 4,990,123 13,825 6,384,562 17,054 7,875,550 Accumulated other comprehensive income (loss)
2,082 961,358 (1,164) (537,461) 854 394,411
Total Abbott Shareholders' Investment
17,779 8,210,130 17,480 8,072,057 22,856 10,554,729
Long-term Debt 9,488 4,381,461 8,713 4,023,814 11,266 5,202,775 Total Current Liabilities 9,103 4,203,894 11,592 5,353,143 13,049 6,026,254 Post-employment Obligations, Other Long-term Liabilities and Noncontrolling Interests in Subsidiaries
3,344 1,544,406 4,634 2,140,174 5,245 2,422,239
Total 39,714 18,339,890 42,419 19,589,188 52,417 24,205,997 Use of Funds Net Property and Equipment 7,518 3,471,881 7,219 3,333,811 7,619 3,518,680 Total Current Assets 14,043 6,484,934 17,043 7,870,254 23,314 10,766,355 Investments 1,125 519,646 1,074 495,851 1,133 523,158 Intangible Assets, net of amortization 5,720 2,641,717 5,151 2,378,781 6,292 2,905,641 Goodwill 10,129 4,677,499 9,987 4,612,163 13,200 6,095,840 Deferred Income Taxes and Other Assets
1,178 544,213 1,945 898,328 858 396,323
Total 39,714 18,339,890 42,419 19,589,188 52,417 24,205,997
Source: Annual Report - December 2009;
As on December 31,
2007 2008 2009
Other Financial Data (USD) (Rs.) (USD) (Rs.) (USD) (Rs.)
Dividends per share 1.30 60.03 1.44 66.50 1.60 73.89
Earning Per Share 2.31 106.68 3.12 144.08 3.69 170.40
Return on Total Abbott Shareholders' Investment(1) 20.3% 27.9% 25.1%
Book value per share(2) 11.47 529.68 11.26 519.99 14.76 682.28
Source: Annual Report - December 2009 (1) Calculated as Net Earnings / Total Abbott Shareholders’ Investment (2) Book value per share calculated as Total Abbott Shareholders’ Investment / Average number of common shares
outstanding 4.2.10. Reasons for fall / rise in total income and Profit after tax (Source: 10K filed on February 19,
2010)
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Sales Abbott's revenues are derived primarily from the sale of a broad line of health care products under short-term receivable arrangements. Patent protection and licenses, technological and performance features, and inclusion of Abbott's products under a contract or by a pharmacy benefit manager most impact which products are sold; price controls, competition and rebates most impact the net selling prices of products; and foreign currency translation impacts the measurement of net sales and costs. Abbott's primary products are prescription pharmaceuticals, nutritional products, diagnostic testing products and vascular products. Worldwide sales growth in 2009 reflects unit growth and the acquisition of Advanced Medical Optics, Inc. on February 25, 2009, partially offset by the negative effect of the relatively stronger U.S. dollar. Worldwide, U.S. and Pharmaceutical Products segment sales also reflect decreased sales of Depakote due to generic competition. Excluding U.S. Depakote sales in 2009 and 2008, worldwide sales increased 7.7 percent, U.S. sales increased 7.6 percent and Pharmaceutical Products segment sales increased 4.3 percent. Worldwide 2008 sales growth reflects unit growth and the positive effect of the relatively weaker U.S. dollar. Worldwide 2007 sales growth reflects the acquisitions of Guidant's vascular intervention and endovascular solutions businesses on April 21, 2006 and Kos Pharmaceuticals Inc. in the fourth quarter of 2006. Sales growth in 2007 for the Nutritional Products segment reflects the completion. A comparison of significant product group sales is as follows. Percent changes are versus the prior year and are based on unrounded numbers.
USD mm 2007 %
change 2008 %
change 2009 %
change
Pharmaceuticals U.S. Specialty 4,349 24 5,211 20 4,676 (10) U.S. Primary Care 3,139 23 3,102 (1) 3,043 (2) International Pharmaceuticals 6,002 16 7,399 23 7,861 6 Nutritionals U.S. Pediatric Nutritionals 1,233 9 1,268 3 1,306 3 International Pediatric Nutritionals 1,093 22 1,374 26 1,543
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U.S. Adult Nutritionals 1,077 2 1,162 8 1,269 9 International Adult Nutritionals 947 15 1,070 13 1,106 3 Diagnostics Immunochemistry 2,517 11 2,843 13 2,798 (2) Decreased sales of Depakote due to generic competition impacted U.S. Specialty product sales in 2009 and 2008. This was partially offset by increased sales of HUMIRA and by the addition of Lupron sales from the conclusion of the TAP joint venture in April 2008. Increased sales of HUMIRA and Depakote impacted U.S. Specialty product sales in 2007. U.S. sales of HUMIRA were $2.5 billion, $2.2 billion and $1.6 billion in 2009, 2008 and 2007, respectively, and U.S. sales of Depakote were $331 million, $1.3 billion and $1.5 billion in 2009, 2008 and 2007, respectively. U.S. Primary Care sales in all three years were impacted by decreased sales of Omnicef, Synthroid and Biaxin due to generic competition. This was partially offset in 2009 and 2008 by increased sales of Niaspan and in 2008 by higher TriCor/Trilipix franchise sales. U.S. Primary Care sales in 2007 were favorably impacted by sales of TriCor and Niaspan , a new product from the acquisition of Kos Pharmaceuticals Inc. in the fourth quarter of 2006. Increased sales volume of HUMIRA in all three years favorably impacted International Pharmaceuticals sales, partially offset by decreased sales of clarithromycin in 2009 and 2008 due to generic competition. International sales of HUMIRA were $3.0 billion, $2.3 billion and $1.4 billion in 2009, 2008 and 2007, respectively. The relatively stronger U.S. dollar decreased International Pharmaceutical sales in 2009 by 8.6
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percent and the relatively weaker U.S. dollar increased International Pharmaceutical sales in 2008 and 2007 by 7.3 percent and 7.1 percent, respectively. International Pediatric Nutritionals sales increases were due primarily to volume growth in developing countries. International Adult Nutritionals sales and Immunochemistry sales in 2009 were negatively impacted by the effect of the relatively stronger U.S. dollar. Abbott has periodically sold product rights to non-strategic products and has recorded the related gains in net sales in accordance with Abbott's revenue recognition policies as discussed in Note 1 to the consolidated financial statements. Related net sales were $120 million, $111 million and $184 million in 2009, 2008 and 2007, respectively. The expiration of licenses, patent protection and generic competition can affect the future revenues and operating income of Abbott. There are currently no significant patent or license expirations in the next three years Operating Earnings Gross profit margins were 57.1 percent of net sales in 2009, 57.3 percent in 2008 and 55.9 percent in 2007. The decrease in the gross profit margin in 2009 was due, in part, to the negative impact from lower sales of Depakote and the unfavorable effect of exchange on the gross profit margin ratio; partially offset by improved margins in the vascular and diagnostics businesses. The increase in the gross profit margin in 2008 was due, in part, to favorable product mix and the favorable impact of foreign exchange. The decrease in the gross profit margin in 2007 was due, in part, to the unfavorable impact in 2007 of the completion of the U.S. co-promotion of Synagis in 2006 as well as generic competition for Omnicef and Biaxin sales in 2007.
In the U.S., states receive price rebates from manufacturers of infant formula under the federally subsidized Special Supplemental Nutrition Program for Women, Infants, and Children. There are also rebate programs for pharmaceutical products. These rebate programs continue to have a negative effect on the gross profit margins of the Nutritional and Pharmaceutical Products segments.
Research and development expense was $2.744 billion in 2009, $2.689 billion in 2008 and $2.506 billion in 2007 and represented increases of 2.0 percent in 2009, 7.3 percent in 2008 and 11.1 percent in 2007. The increase in 2009 reflects the favorable effect of exchange rates which reduced research and development expense in 2009. Excluding the effect of exchange, research and development expenses increased 3.4 percent in 2009. The increase in 2007 was affected by the acquisitions of Guidant's vascular intervention and endovascular solutions businesses in April 2006 and Kos Pharmaceuticals Inc. in the fourth quarter of 2006. These increases, excluding the effects of exchange, also reflect continued pipeline spending, including programs in vascular devices, immunology, neuroscience, oncology, Hepatitis C and pain management. The majority of research and development expenditures are concentrated on pharmaceutical products.
Selling, general and administrative expenses decreased 0.4 percent in 2009 compared to increases of 13.9 percent in 2008 and 16.7 percent in 2007. The 2009 decrease reflects the favorable effect of exchange rates which was offset by expenses relating to the acquisition of Advanced Medical Optics, Inc. and the settlement of litigation. Excluding the effects of the charges and exchange, selling, general and administrative expenses increased 0.9 percent in 2009. The 2008 increase reflects the settlement of litigation relating to TriCor, which increased selling, general and administration expenses by 3.1 percentage points. The 2007 increase reflects the acquisitions of Guidant's vascular intervention and endovascular solutions businesses and Kos Pharmaceuticals Inc. The remaining increases in selling, general and administrative expenses were due primarily to increased selling and marketing support for new and existing products, including continued spending for HUMIRA and Xience V , and inflation. Conclusion of TAP Pharmaceutical Products Inc. Joint Venture and Sale of Abbott's Spine Business
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On April 30, 2008, Abbott and Takeda concluded their TAP Pharmaceutical Products Inc. (TAP) joint venture, evenly splitting the value and assets of the joint venture. Abbott exchanged its 50 percent equity interest in TAP for the assets, liabilities and employees related to TAP's Lupron business. Subsequent to the conclusion of the joint venture, TAP was merged into two Takeda entities. The exchange of Abbott's investment in TAP for TAP's Lupron business resulted in a gain at closing of approximately $94 million. The Internal Revenue Service has issued a private letter ruling that the transaction qualifies as tax-free for U.S. income tax purposes. Beginning on May 1, 2008, Abbott began recording U.S.Lupron net sales and costs in its operating results and no longer records income from the TAP joint venture. TAP's sales of Lupron were $182 million for the four months ended April 30, 2008 and $645 million in 2007. Abbott also receives payments based on specified development, approval and commercial events being achieved with respect to products retained by Takeda and payments from Takeda based on sales of products retained by Takeda, which are recorded by Abbott as Other (income) expense, net as earned. The exchange transaction was accounted for as a sale of Abbott's equity interest in TAP and as an acquisition of TAP's Lupron business. The sale of Abbott's equity interest in TAP resulted in the recording of net assets related to the Lupron business, primarily cash, receivables, inventory and other assets, net of accounts payable and other accrued liabilities, offset by a credit to Abbott's investment in TAP in the amount of approximately $280 million. For the acquired Lupron business, Abbott recorded intangible assets, primarily Lupron product rights, of approximately $700 million, goodwill of approximately $350 million and deferred tax liabilities related primarily to the intangible assets of approximately $260 million. The intangible assets are being amortized over 15 years. Abbott has also agreed to remit cash to Takeda if certain research and development events are not achieved on the development assets retained by Takeda. These amounts were recorded as a liability at closing in the amount of approximately $1.1 billion. Related deferred tax assets of approximately $410 million were also recorded. Of the $1.1 billion, Abbott made tax-deductible payments of $83 million and $200 million in 2009 and 2008, respectively, and Abbott will make a tax-deductible payment of approximately $36 million in 2010. In 2009, events occurred resulting in the remaining payments not being required and the remaining liability in the amount of $797 million was derecognized and recorded as income in Other (income) expense, net. The 50 percent-owned joint venture was accounted for under the equity method of accounting. In the fourth quarter of 2008, Abbott sold its spine business for approximately $360 million in cash, resulting in an after-tax gain of approximately $147 million which is presented as Gain on sale of discontinued operations, net of taxes, in the accompanying statement of income. The operations and financial position of the spine business are not presented as discontinued operations because the effects would not be significant.
Restructuring In 2008, Abbott management approved a plan to streamline global manufacturing operations, reduce overall costs, and improve efficiencies in Abbott's core diagnostic business. In 2008, Abbott recorded a charge to Cost of products sold of approximately $129 million under the plan. Additional charges of approximately $54 million and $16 million were recorded in 2009 and 2008, respectively, relating to this restructuring, primarily for accelerated depreciation and product transfer costs. Additional charges will be incurred through 2011 as a result of product re-registration timelines required under manufacturing regulations in a number of countries and product transition timelines.
In 2009 and prior years, Abbott management approved plans to realign its worldwide pharmaceutical and vascular manufacturing operations and selected domestic and international commercial and research and development operations in order to reduce costs. In 2009, 2008 and 2007, Abbott recorded charges of approximately $114 million, $36 million and $107 million, respectively, reflecting the impairment of manufacturing facilities and other assets,
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employee severance and other related charges. Approximately $94 million in 2007 is classified as cost of products sold, $3 million in 2007 as research and development and $114 million, $36 million and $10 million in 2009, 2008 and 2007, respectively, as selling, general and administrative. Fair value for the determination of the amount of asset impairments was determined primarily based on a discounted cash flow method. An additional $47 million, $81 million and $90 million were subsequently recorded in 2009, 2008 and 2007, respectively, relating to these restructurings, primarily for accelerated depreciation. In addition, Abbott implemented facilities restructuring plans in 2007 related to the acquired operations of Kos Pharmaceuticals Inc. which resulted in an increase to goodwill of approximately $52 million.
Interest expense and Interest (income) In 2009 and 2008, interest expense decreased primarily as a result of lower interest rates, partially offset by increased debt levels in 2009 related to the acquisition of Advanced Medical Optics, Inc. Interest expense increased in 2007 due primarily to higher borrowings as a result of the acquisitions of Guidant's vascular intervention and endovascular solutions businesses and Kos Pharmaceuticals Inc. and Abbott's investment in the Boston Scientific common stock and note receivable. Interest income decreased in 2009 due to lower interest rates and increased in 2008 and 2007 due to higher investment balances. Other (income) expense, net Other (income) expense, net, for 2009 includes the derecognition of a contingent liability of $797 million associated with the conclusion of the TAP Pharmaceutical Products Inc. joint venture as discussed above, a $287 million gain from the settlement reached between Abbott and Medtronic, Inc. resolving all outstanding intellectual property litigation between the two parties and income from the recording of certain investments at fair value in connection with business acquisitions. Other (income) expense, net, for 2009 and 2008 also includes ongoing contractual payments from Takeda associated with the conclusion of the TAP joint venture and a gain in 2008 on the sale of an equity investment accounted for as an available-for-sale investment. In addition, Abbott recorded a gain of approximately $94 million in connection with the dissolution of the TAP joint venture in 2008. Other (income) expense, net for 2007 includes a $190 million fair market value loss adjustment to Abbott's investment in Boston Scientific common stock and a realized gain of $37 million on the sales of Boston Scientific common stock.
Taxes on Earnings The income tax rates on earnings from continuing operations were 20.1 percent in 2009, 19.2 percent in 2008 and 19.3 percent in 2007. The tax rate in 2009 was effected by a higher tax rate applied to the derecognition of a contingent liability associated with the conclusion of the TAP Pharmaceutical Products Inc. joint venture and the Medtronic intellectual property litigation settlement. Abbott expects to apply an annual effective rate of between 16 percent and 16.5 percent in 2010.
4.2.11. Contingent Obligations (Source: 10K filed on February 19, 2010)
Abbott has periodically entered into agreements in the ordinary course of business, such as assignment of product rights, with other companies which has resulted in Abbott becoming secondarily liable for obligations that Abbott was previously primarily liable. Since Abbott no longer maintains a business relationship with the other parties, Abbott is unable to develop an estimate of the maximum potential amount of future payments, if any, under these obligations. Based upon past experience, the likelihood of payments under these agreements is remote. In addition, Abbott periodically acquires a business or product rights in which Abbott agrees to pay contingent consideration based on attaining certain thresholds or based on the occurrence of certain events. In connection with the acquisition of Guidant's vascular intervention and endovascular solutions businesses, Abbott paid $250 million to Boston Scientific in January 2010 upon government approval to market the Xience V drug-eluting stent in Japan. In addition, Abbott has retained liabilities for taxes on income prior to the spin-off of Hospira and certain potential liabilities, if any, related to alleged improper pricing practices in connection with federal, state and private reimbursement for certain drugs.
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4.2.12. Significant accounting policies of the PAC (Source: 10K filed on February 19, 2010)
Nature Of Business — Abbott's principal business is the discovery, development, manufacture and sale of a broad line of health care products.
Concentration Of Risk And Guarantees — Due to the nature of its operations, Abbott is not subject to significant concentration risks relating to customers, products or geographic locations, except that three U.S. wholesalers accounted for 23 percent, 27 percent and 25 percent of trade receivables as of December 31, 2009, 2008 and 2007, respectively. Product warranties are not significant.
Abbott has no material exposures to off-balance sheet arrangements; no special purpose entities; nor activities that include non-exchange-traded contracts accounted for at fair value. Abbott has periodically entered into agreements in the ordinary course of business, such as assignment of product rights, with other companies which has resulted in Abbott becoming secondarily liable for obligations that Abbott was previously primarily liable. Since Abbott no longer maintains a business relationship with the other parties, Abbott is unable to develop an estimate of the maximum potential amount of future payments, if any, under these obligations. Based upon past experience, the likelihood of payments under these agreements is remote. Abbott periodically acquires a business or product rights in which Abbott agrees to pay contingent consideration based on attaining certain thresholds or based on the occurrence of certain events. In connection with the spin-off of Hospira, Inc., Abbott has retained liabilities for taxes on income prior to the spin-off and certain potential liabilities, if any, related to alleged improper pricing practices in connection with federal, state and private reimbursement for certain drugs.
Basis Of Consolidation — The consolidated financial statements include the accounts of the parent company and subsidiaries, after elimination of intercompany transactions. The accounts of foreign subsidiaries are consolidated as of November 30, due to the time needed to consolidate these subsidiaries. In December 2009, a foreign subsidiary acquired certain technology that was accounted for as acquired in-process research and development. This transaction was recorded in 2009 due to the significance of the amount. No other events occurred related to these foreign subsidiaries in December 2009, 2008 and 2007 that materially affected the financial position, results of operations or cash flows.
Events that occurred after December 31, 2009 through the date that these financial statements have been filed with the Securities and Exchange Commission were considered in the preparation of these financial statements.
Effective January 1, 2009, Abbott adopted SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51," as codified in FASB ASC No. 810, "Consolidation" and accordingly, noncontrolling interests in subsidiaries are presented as a component of total equity as of December 31, 2009, 2008 and 2007.
Use Of Estimates — The financial statements have been prepared in accordance with generally accepted accounting principles in the United States and necessarily include amounts based on estimates and assumptions by management. Actual results could differ from those amounts. Significant estimates include amounts for sales rebates, income taxes, pension and other post-employment benefits, valuation of intangible assets, litigation, share-based compensation, derivative financial instruments, and inventory and accounts receivable exposures.
Revenue Recognition — Revenue from product sales is recognized upon passage of title and risk of loss to customers. Provisions for discounts, rebates and sales incentives to customers, and returns and other adjustments are provided for in the period the related sales are recorded. Sales incentives to customers are not material. Historical data is readily available and reliable, and is used for estimating the amount of the reduction in gross sales. Revenue from the launch of a new product, from an improved version of an existing product, or for shipments in excess of a customer's normal requirements are recorded when the conditions noted above are met. In those situations, management records a returns reserve for such revenue, if necessary. Sales of product rights for marketable products are recorded as revenue upon disposition of the rights.
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Revenue from license of product rights, or for performance of research or selling activities, is recorded over the periods earned.
Income Taxes — Deferred income taxes are provided for the tax effect of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at the enacted statutory rate to be in effect when the taxes are paid. U.S. income taxes are provided on those earnings of foreign subsidiaries which are intended to be remitted to the parent company. Deferred income taxes are not provided on undistributed earnings reinvested indefinitely in foreign subsidiaries as working capital and plant and equipment. Interest and penalties on income tax obligations are included in taxes on income.
Earnings Per Share — Effective January 1, 2009, Abbott adopted FSP EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities," as codified in FASB ASC No. 260, "Earnings Per Share," which requires that unvested restricted stock units that contain non-forfeitable rights to dividends be treated as participating securities and be included in the computation of earnings per share under the two-class method. Under the two-class method, net earnings are allocated between common shares and participating securities. Net earnings allocated to common shares for 2009 were $5.733 billion. Net earnings allocated to common shares in 2008 and 2007 were not significantly different than net earnings.
Pension And Post-Employment Benefits — Abbott accrues for the actuarially determined cost of pension and post-employment benefits over the service attribution periods of the employees. Abbott must develop long-term assumptions, the most significant of which are the health care cost trend rates, discount rates and the expected return on plan assets. Differences between the expected long-term return on plan assets and the actual return are amortized over a five-year period. Actuarial losses and gains are amortized over the remaining service attribution periods of the employees under the corridor method.
Fair Value Measurements — For assets and liabilities that are measured using quoted prices in active markets, total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, adjusted for contract restrictions and other terms specific to that asset or liability. For these items, a significant portion of fair value is derived by reference to quoted prices of similar assets or liabilities in active markets. For all remaining assets and liabilities, fair value is derived using a fair value model, such as a discounted cash flow model or Black-Scholes model. Purchased intangible assets are recorded at fair value. The fair value of significant purchased intangible assets is based on independent appraisals. Abbott uses a discounted cash flow model to value intangible assets. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital, terminal values and market participants. Intangible assets, and goodwill and indefinite-lived intangible assets are reviewed for impairment at least on a quarterly and annual basis, respectively.
Share-Based Compensation — The value of stock options and restricted stock awards and units are amortized over their service period, which could be shorter than the vesting period if an employee is retirement eligible, with a charge to compensation expense.
Litigation — Abbott accounts for litigation losses in accordance with FASB ASC No. 450, "Contingencies." Under ASC No. 450, loss contingency provisions are recorded for probable losses at management's best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded.
Cash, Cash Equivalents And Investments — Cash equivalents consist of time deposits and certificates of deposit with original maturities of three months or less. Except for Abbott's investment in the common stock of Boston Scientific, investments in marketable equity securities are classified as available-for-sale and are recorded at fair value with any unrealized holding gains or losses, net of tax, included in Accumulated other comprehensive income (loss). Beginning on January 1, 2007, the investment in the common stock of Boston Scientific was accounted for as a trading security with changes in fair value recorded in income. Investments in equity securities that are not traded on public stock exchanges are recorded at cost. Investments in debt securities are classified as held-to-maturity, as
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management has both the intent and ability to hold these securities to maturity, and are reported at cost, net of any unamortized premium or discount. Income relating to these securities is reported as interest income.
Abbott reviews the carrying value of investments each quarter to determine whether an other than temporary decline in market value exists. Abbott considers factors affecting the investee, factors affecting the industry the investee operates in and general equity market trends. Abbott considers the length of time an investment's market value has been below carrying value and the near-term prospects for recovery to carrying value. When Abbott determines that an other than temporary decline has occurred, the investment is written down with a charge to Other (income) expense, net.
Inventories — Inventories are stated at the lower of cost (first-in, first-out basis) or market. Cost includes material and conversion costs.
Property and Equipment — Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. The following table shows estimated useful lives of property and equipment:
Classification Estimated Useful Lives
Buildings 10 to 50 years (average 27 years) Equipment 3 to 20 years (average 11 years)
Product Liability — Abbott accrues for product liability claims, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. The liabilities are adjusted quarterly as additional information becomes available. Receivables for insurance recoveries for product liability claims are recorded as assets, on an undiscounted basis, when it is probable that a recovery will be realized. Prior to 2009, Abbott carried third-party insurance coverage in amounts that reflect historical loss experience, which did not include coverage for sizable losses. Beginning in 2009, product liability losses are self-insured.
Research And Development Costs — Internal research and development costs are expensed as incurred. Clinical trial costs incurred by third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development arrangements, the milestone payment obligations are expensed when the milestone results are achieved.
4.2.13. The status of corporate governance and pending litigation matters
Corporate Governance: Abbott's board of directors plays a vital role in providing strategic direction and overseeing management performance on behalf of stakeholders. Twelve of the 13 members on the board are independent directors. The chairs and members of the board’s Audit Committee, Compensation Committee, Public Policy Committee, and Nominations and Governance Committee are independent directors. Among the criteria for candidates of the board are a global business perspective and a commitment to good corporate citizenship. Additional information on Abbott’s corporate governance can be found on the Abbott website: http://www.abbott.com/.
Litigation and Environmental Matters: (Source: 10K filed on February 19, 2010)
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Abbott has been identified as a potentially responsible party for investigation and cleanup costs at a number of locations in the United States and Puerto Rico under federal and state remediation laws and is investigating potential contamination at a number of company-owned locations. Abbott has recorded an estimated cleanup cost for each site for which management believes Abbott has a probable loss exposure. No individual site cleanup exposure is expected to exceed $3 million, and the aggregate cleanup exposure is not expected to exceed $15 million. There are a number of patent disputes with third parties who claim Abbott's products infringe their patents. In April 2007, New York University (NYU) and Centocor, Inc. filed a lawsuit in the Eastern District of Texas asserting that HUMIRA infringes a patent co-owned by NYU and Centocor and exclusively licensed to Centocor. In June 2009, a jury found that Abbott had willfully infringed the patent and awarded NYU and Centocor approximately $1.67 billion in past compensatory damages. In October 2009, the district court overturned the jury's finding that Abbott's infringement was willful, but denied Abbott's request to overturn the jury's verdict on validity, infringement, and damages. In December 2009, the district court issued a final judgment and awarded the plaintiffs an additional $175 million in prejudgment interest. Abbott has appealed the jury's verdict. Abbott is confident in the merits of its case and believes that it will prevail on appeal. As a result, no reserves have been recorded in this case. Abbott's acquisition of Kos Pharmaceuticals Inc. resulted in the assumption of various cases and investigations and Abbott has recorded a reserve. There are several civil actions pending brought by individuals or entities that allege generally that Abbott and numerous pharmaceutical companies reported false or misleading pricing information relating to the average wholesale price of certain pharmaceutical products in connection with federal, state and private reimbursement. Civil actions have also been brought against Abbott, and in some cases other members of the pharmaceutical industry, by state attorneys general seeking to recover alleged damages on behalf of state Medicaid programs. In May 2006, Abbott was notified that the U.S. Department of Justice intervened in a civil whistle-blower lawsuit alleging that Abbott inflated prices for Medicaid and Medicare reimbursable drugs. Abbott has settled a few of the cases and recorded reserves for its estimated losses in a few other cases, however, Abbott is unable to estimate the range or amount of possible loss for the remaining cases, and no loss reserves have been recorded for them. Many of the products involved in these cases are Hospira products. Hospira, Abbott's former hospital products business, was spun off to Abbott's shareholders in 2004. Abbott retained liability for losses that result from these cases and investigations to the extent any such losses both relate to the sale of Hospira's products prior to the spin-off of Hospira and relate to allegations that were made in such pending and future cases and investigations that were the same as allegations existing at the date of the spin-off. Within the next year, legal proceedings may occur that may result in a change in the estimated reserves recorded by Abbott. For its legal proceedings and environmental exposures, except as noted above, Abbott estimates the range of possible loss to be from approximately $170 million to $310 million. The recorded reserve balance at December 31, 2009 for these proceedings and exposures was approximately $215 million. These reserves represent management's best estimate of probable loss, as defined by FASB ASC No. 450, "Contingencies." While it is not feasible to predict the outcome of all such proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on Abbott's financial position, cash flows, or results of operations, except for the cases and investigations discussed in the third paragraph and the patent case discussed in the second paragraph of this footnote, the resolution of which could be material to cash flows or results of operations. In 2009, Abbott and Medtronic, Inc. reached a settlement resolving all outstanding intellectual property litigation between the two parties. Under the terms of the settlement, Medtronic paid Abbott $400 million. The settlement also includes a mutual agreement not to pursue additional litigation on current and future vascular products, subject to specific conditions and time limits. In connection with the settlement, Abbott recognized a gain of $287 million which is included
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in Other (income) expense, net. The remaining amounts are being recognized as royalty income as earned.
4.2.14. Name and details of Compliance Officer
Hugh Bigwood Ethics & Compliance Officer International Operations Fairfield Cottage, East Street Hambledon, Hampshire PO7 4RX England Mobile - +44 7983 467715 Fax - +44 1628 6443455 Email: [email protected]
4.2.15. Details of mergers, demergers, acquisitions, spin offs during last three years involving the PAC and its subsidiaries In December 2009, Abbott acquired the global rights to a novel biologic for the treatment of chronic pain for $170 million, in cash, resulting in a charge to acquired in-process research and development.
In October 2009, Abbott acquired 100 percent of Visiogen, Inc. for $400 million, in cash, providing Abbott with a next-generation accommodating intraocular lens (IOL) technology to address presbyopia for cataract patients. In October 2009, Abbott acquired Evalve, Inc. for $320 million, in cash, plus an additional payment of $90 million to be made upon completion of certain regulatory milestones. Abbott acquired Evalve to obtain a presence in the growing area of percutaneous treatment for structural heart disease. Including a previous investment in Evalve, Abbott has acquired 100 percent of the outstanding shares of Evalve. In February 2009, Abbott acquired the outstanding shares of Advanced Medical Optics, Inc. (AMO) for approximately $1.4 billion in cash, net of cash held by AMO. Prior to the acquisition, Abbott held a small investment in AMO. Abbott acquired AMO to take advantage of increasing demand for vision care technologies due to population growth and demographic shifts and AMO's premier position in its field. Abbott acquired control of this business on February 25, 2009. In January 2009, Abbott acquired Ibis Biosciences, Inc. (Ibis) for $175 million, in cash, to expand Abbott's position in molecular diagnostics for infectious disease. Including a $40 million investment in Ibis in 2008, Abbott has acquired 100 percent of the outstanding shares of Ibis.
In the fourth quarter of 2008, Abbott sold its spine business for approximately $360 million in cash.
On April 30, 2008, Abbott and Takeda concluded their TAP Pharmaceutical Products Inc. (TAP) joint venture, evenly splitting the value and assets of the joint venture. Abbott exchanged its 50 percent equity interest in TAP for the assets, liabilities and employees related to TAP's Lupron business.
4.3. Details of the companies promoted by the Acquirer / PAC in India Abbott India Limited (“AIL”)
Date of incorporation: August 22, 1944
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Nature of Business: Manufacture of allopathic pharmaceutical preparations Shareholding Pattern and Listing Status: AIL is listed on BSE. Acquirer’s shareholding in AIL as on December 31, 2009 was 68.94% of the outstanding shares, with the balance being held by public shareholders.
For the year ending and as at November 30,
Rs. In Lakhs Particulars 2007 2008 2009
Equity Capital 1,447 1,368 1,368 Reserves (excluding revaluation reserves) 21,655 20,757 25,788 Total Income 62,029 69,142 79,201 Profit After Tax 6,843 6,186 7,751 Earnings Per Share 46.43 43.62 56.68 Net Asset Value 23,102 22,125 27,156
Abbott Healthcare Private Limited (“AHPL”) Date of incorporation: January 1, 1997
Nature of Business: Manufacture and sale of allopathic pharmaceutical preparations; sale of chemicals, scientific, medical & surgical instruments / equipment / devices, and nutritional products. Shareholding Pattern and Listing Status: AHPL is a private limited company and is a wholly owned indirect subsidiary of the PAC.
For the year ending and as at November 30,
Rs. In Lakhs Particulars 2006 2007 2008 2009(1)
Equity Capital 50 50 50 50 Reserves (excluding revaluation reserves) 6,036 7,636 11,237 12,685
Total Income 17,861 30,207 34,429 42,246 Profit After Tax 2,091 4,250 5,351 1,448 Earnings Per Share 418 850 1,070 290 Net Asset Value 6,086 7,686 11,287 12,735
(1) 2009 financials unaudited
Abbott Medical Optics Private Limited (“AMOPL”)
Date of incorporation: June 29, 2004
Nature of Business: Manufacture of medical/surgical equipment and orthopedic appliances
Shareholding Pattern and Listing Status: AMOPL is a private limited company and is a wholly owned indirect subsidiary of the PAC.
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For the year ending and as at March 31,
Rs. In Lakhs Particulars 2007 2008 2009
Equity Capital 7,784(1) 7,784(1) 100
Reserves (excluding revaluation reserves) (6,115) (4,836) 1,412
Total Income 5,400 6,017 8,166
Profit After Tax (4,777) 1,278 314
Earnings Per Share (Basic) (199.04) 53.27 16.15
Earnings Per Share (Diluted) (199.04) 27.64 6.65 Net Asset Value 1,669 2,408 1,512
(1) Includes Rs. 7,544 lakhs towards Share application money pending allotment
4.4. Future plans / strategies of the Acquirer / PAC with regard to the Target
4.4.1. The Offer to the Shareholders is being made following the global acquisition referred in Paras 1.1 – 1.5 above, which has resulted in an indirect change in control of Target Company. In accordance with Regulations 10 and 12 of the SEBI (SAST) Regulations, Acquirer is making this Offer to the Shareholders.
4.4.2. Acquirer does not have any specific plans to dispose of or otherwise encumber any assets of Target in the next two years, except in the ordinary course of business of the Target and except to the extent required for the purpose of restructuring and/or rationalization of assets, investments, liabilities or otherwise of the Target. Such decisions will be taken by the Board of Directors of the Target, or other competent agency, in accordance with the business requirements and in line with opportunities or changes in the economic scenario, from time to time. The Acquirer will evaluate and consider such proposals, if appropriate.
4.4.3. To the extent required by the Regulations as amended or superseded from time to time and other than in the ordinary course of business, Acquirer shall not sell, dispose of or otherwise encumber any substantial asset of Target except with the prior approval of the shareholders.
5. Option in terms of Regulation 21(2)
5.1. Pursuant to this Offer, the public shareholding in the Target Company may reduce to less than the minimum public shareholding requirement as per the listing agreement. The Acquirer undertakes that if the public shareholding is reduced to below such minimum level it will take necessary steps to facilitate compliance of the Target Company with the relevant provisions of the listing agreement, within the time period mentioned therein.
5.2. As on the date of this Letter of Offer, the Acquirer does not have any specific plan to delist the Target
for the next three years.
6. Background of the Target
6.1. Address of Corporate and Registered Office (with phone numbers)
Solvay Pharma India Limited, 271, Business Park, 6th & 7th Floors, Model Industrial Colony, Off Aarey Road, Goregaon (East), Mumbai 400063, Maharashtra
Corporate and Registered Office Tel: +91-22-28717400/42447400 Fax: +91-22-28717499/42447499
6.2. Solvay Pharma India Ltd. was incorporated on January 24, 2000 as Duphar Pharma India Ltd. (DPIL).
Pursuant to the demerger of Duphar-Interfran Limited (DIL), its pharma business was transferred to DPIL with effect from April 1, 2000. The name of the Target was changed subsequently to Solvay Pharma India Ltd. with effect from April 15, 2002.
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6.3. Target is present in the pharmaceutical sector and operates in the field of women’s health, gastroenterology, mental health and influenza vaccines.
6.4. Target does not have any manufacturing plant / facilities. The manufacturing activities are carried out
by different parties on loan license basis.
6.5. Share capital structure of the Target
S
No. of Shares/voting rights % of shares/voting rights
Fully Paid up Equity Shares 5,049,706 100 Partly Paid up Equity Shares Nil Nil Total Paid up Equity Shares 5,049,706 100 Total Voting Rights in Target 5,049,706 100
Source: Annual Report of Solvay Pharma India Ltd. – December 2009
6.6. Build up of the current capital structure since inception
Cumulative paid-up capital
Date of Allotment
No. & %age of Shares
issued Rs. As on Mode of Allotment Identity of allottees
Status of Compliance
25.01.2000 100 (0.00%) 1,000 25.01.2000 Shares were allotted to subscribers on receipt of application money.
Allotted to DIL, ex- directors and employees of DIL
Complied
01.04.2000 (Pursuant to the order of the Hon’ble Supreme Court on 5th September, 2001, deemed to have been allotted retrospectively w.e.f. 01.04.2000)
5,049,606 (100.00%)
50,497,060 22.02.2010 Allotment of two equity shares of Rs.10/- each credited as fully paid- up of DPIL for every one fully paid-up equity share of Rs. 10/- each held in DIL as on Record Date i.e. 4th June, 2001.
Shareholders of DIL
Complied
6.7. There has been no suspension of trading in shares of the Target. 6.8. Shares of the Target are listed on BSE. 6.9. The Target has no outstanding convertible instruments or partly paid-up shares. 6.10. The Target Company has complied with applicable provisions of Chapter II of SEBI (SAST)
Regulations except for a delay in compliance with the filing made in terms of Regulation 8 for the year 2007 as detailed in Annexure I. The status of compliance with the applicable provision of Chapter II of the SEBI (SAST) Regulations in relation to the Promoters and PAC is as disclosed under clause 4.2.5 hereof.
6.11. The Target has conformed to the listing requirements at all times. 6.12. Composition of the Board of Directors as on the date of PA
S.No. Name/Designation Representing Director Identification
Number
1 Mr. Roland Kaut, Chairman (non-executive) Non-Independent 01784486 2 Mr. D. G. Rajan Independent 00303060
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3 Mr. Roger Kearns Non-Independent 00406834 4 Mr. S. N. Talwar Independent 00001456 5 Mr. M. S. Grewal Independent 00282678 6 Mr. Niteen B. Gadgil Managing Director
(w.e.f 01.04.2009) 00311303
7 Mr. Olivier Du Roy (non-executive) Alternate to Mr. Roger Kearns
01562462
6.13. As on the date of the PA there were no directors representing the Acquirer on the Board of Directors
of the Target. 6.14. Details of experience, qualifications, date of appointment of the Board of Directors of the Target
Mr. Roland Kaut is Chairman of the Board and a Non-Executive Director. Aged 51 years, he had his education from European School Brussels, Belgium and also completed studies of Business Administration from Brussels, Belgium. His experiences / expertise:
• Financial Analyst, Solvay S. A. Belgium • Financial Manager Solvay Austria and Switzerland. • Head of Treasury and Reporting, Solvay Deutschland GmbH, Germany. • Head of Controlling and Finance, Solvay Pharmaceuticals GmbH, Germany. • Regional Manager Asia, Australia, Canada & South Africa
He is not a Director in any other Company in India. Mr. Roland Kaut has served as a Director since March 6, 2003.
Mr. Roger Kearns, a Non – Executive Director is a Bachelor of Science – Engineering Arts & Chemical Engineering and Masters of Business Administration (MBA) from Stanford University, California. He has vast and rich experiences in various areas from the period 1984 till date. Starting as a process engineer in the year 1984, he has worked as unit Manager, Plant Manufacturing Manager, Asset Area Business Manager, Director-Technical Centre and as President and CEO of Solvay Advanced Polymers. Mr. Kearns is presently the key manager for Asia Pacific and a Member of the Executive Committee of the Solvay Group. Mr. Roger Kearns has served as a Director since July 1, 2008. He is not a Director in any other company in India.
Mr. Niteen B. Gadgil, a Non-Independent, Executive Director, is the Managing Director of the Company from April 01, 2009. Aged 46, he is a Commerce graduate from Mumbai University. He is a Chartered Accountant, a Company Secretary and a Cost Accountant. He has a Diploma in Business Finance from the Institute of Chartered Financial Analysts of India and he also holds ‘Certified Information systems Auditor’ (non-practicing) qualification from ISACA, USA. Further, he has completed a certificate course in Intellectual Property Rights. Mr. Gadgil has a total work experience of over 24 years with various organisations in different industries such as Steel, Electrical / Industrial Engineering and Pharma etc. and in various areas such as Strategic Planning, Mergers & acquisitions, Project Management, Finance, Accounts, Tax, Secretarial, Legal, Supply Chain Management and IT systems. He joined the Company in June 2000 and worked as the Vice President (Finance) and Company Secretary before being appointed as Managing Director from April 1, 2009. He is not a director for any other company in India.
Mr. D. G. Rajan, a Non-Executive & Independent Director, is a fellow of the Institute of Chartered Accountants in England and Wales and a Fellow of the Institute of Chartered Accountants of India, he has been extensively involved in Audit, Taxation & Consultancy of major companies. He was a partner of Lovelock & Lewes, Chartered Accountants from 1967 and retired there from as a Senior Partner in 1990. He was also President of Management Consultants Association of India, Chairman of Southern Region of the Indian Paint Association of India, Chairman of Direct Taxation Committee of Southern India Chamber of Commerce and Industry, Governor of The Doon School. Presently, he is Advisor and Management Consultant to many domestic and international Groups. Mr. D. G. Rajan has served as a Director since January 24, 2000. He is also a director in (excluding Private Companies, Foreign Companies and Alternate directorship): IFGL Refractories Limited and Lotte India Corporation Limited.
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Mr. S. N. Talwar, a Non-Executive & Independent Director, is a Bachelor in Commerce and Law and is Advocate & Solicitor and Senior partner of Talwar Thakore & Associates. He is legal counsel to numerous Indian and multinational Companies. He specialises in corporate laws and has vast experience in various areas of management. Mr. S. N. Talwar has served as a Director since November 22, 2001 and as Alternate Director to Dr. Christian De Sloover from October 16, 2001 till November 21, 2001. He is also a director in (excluding Private Companies, Foreign Companies and Alternate directorship) Biocon Limited, Birla Sun Life Insurance Co. Limited, Blue Star Limited, Blue Star Infotech Limited, Cadbury India Limited, ELANTAS Beck India Ltd., Esab India Limited, Greaves Cotton Limited, Larson and Toubro Limited, Merck Limited, Sandvik Asia Limited, Shrenuj & Co. Limited, Samson Maritime Ltd. and Sonata Software Limited.
Mr. M. S. Grewal, a Non-Executive & Independent Director, has done B.Sc. (Mechanical Engineering) and is a Business Consultant. He has broad based International General Management experience in Asia/Pacific and U.S.A. with a Fortune 30 multinational healthcare Corporation. Over the years, he has developed overall strong interpersonal, organisational and business management skills. Mr. M. S. Grewal has served as a Director since July 28, 2004.
Mr. Olivier Du Roy is an alternate Director to Mr. Roger Kearns. He is a graduate from the Solvay Business School (Universite Libre de Bruxelles) He joined Solvay, Belgium after graduation and had 9 years experience at the Brussels headquarters (finance and controlling) after which he had sales experience (PVC) in the UK and then became CFO of Linergy Automotive Systems, a 50% joint venture with HQ in Paris world leaders in plastics Fuel systems for cars. He then moved to India for 7 months to integrate an acquisition (Polymers division of Gharda) before taking a role of VP Finance for Asia Pacific based in Shanghai. He is now President for Solvay Greater China and Managing Director of Solvay Shanghai. He also coordinates the various activities of Solvay in India. Mr. Olivier Du Roy has served as an alternate Director since July 25, 2009.
6.15. There have been no mergers / de-mergers, spin offs involving the Target during last three years. 6.16. The name of the Target was changed from Duphar Pharma India Ltd to Solvay Pharma India Ltd. with
effect from April 15, 2002. 6.17. Brief audited financial statements for the last three years and Interim financials for last 12
months
Profit & Loss Statement 12 month period ending Dec 31,
Figures in Rs. lacs 2007 2008 2009
Income from Operations 16,777 20,034 24,173 Other Income 374 510 378 Total Income 17,151 20,544 24,550 Total Expenditure (12,361) (15,389) (18,152) Profit Before Depreciation Interest and Tax
4,790 5,155 6,400
Depreciation (497) (133) (332)(1)
Interest (3) (1) (0) Profit Before Tax 4,290 5,021 6,066 Provision for Tax (1,478) (1,741) (2,063) Profit After Tax 2,812 3,280 4,003
Source: Annual Reports –December 2007, December 2008 and December 2009 (1) Includes Exceptional items – Depreciation written back of Rs. 125.3 lacs
Balance Sheet 12 month period ending Dec 31,
Figures in Rs. lacs 2007 2008 2009
Sources of Funds
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Balance Sheet 12 month period ending Dec 31,
Figures in Rs. lacs 2007 2008 2009
Paid up Share Capital 505 505 505 Reserves and Surplus 8,175 10,422 12,504 Networth 8,680 10,927 13,009 Secured loans - - - Unsecured loans - - - Total 8,680 10,927 13,009 Uses of Funds Net fixed asseets 447 3,761 3,754 Investments 3,984 1,666 1,593 Net current assets 4,002 5,219 7,482 Other assets 247 280 180 Total 8,680 10,927 13,009
Source: Annual Reports – December 2007, December 2008 and December 2009
Other financial data 12 month period ending Dec 31,
Figures in Rs. 2007 2008 2009
Dividend (%) 400% 175% 325% EPS 55.68 64.96 79.27 Return on Net worth 32.4% 30.0% 30.8% Book Value Per Share 171.89 216.38 257.62
Source: Annual Reports – December 2007, December 2008 and December 2009
6.18. Reasons for fall/ rise in total income and Profit after tax (Source: Annual Report, December 2009)
The Target achieved sales of Rs. 248 Crores in 2009. The sales for the year showed a healthy 16% growth over last year. During the year the Target introduced three new products Cervidil™, Rowasa™ and Arachitol - O™. During the year 2009 all the products of the Target performed very well. The material consumption, at 44.20% to sales was slightly higher as compared to previous year 43.07% to sales. This was mainly due to increase in the exchange rate of Euro. As to other costs, personnel costs showed a marginal increase at 10.95% to sales over the Previous year's 10.67% and mainly due to the new sales incentive scheme.
6.19. Pre and post offer shareholding pattern in the format prescribed by SEBI
Shareholder Category
Shareholding/Voting rights prior to Offer
(as on Date) (A)
Shares/Voting rights to be acquired in the Offer
(assuming full acceptances)
(B)
Shareholder/Voting rights after the Offer
(A+B)
No. of Shares %
No. of Shares %
No. of Shares %
1(a) Promoters Solvay Healthcare Limited British Colloids Limited
2,496,634
980,000
49.44 19.41
2,496,634
980,000
49.44 19.41
Total (1)(a) 3,476,634 68.85 3,476,634 68.85
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Shares/Voting rights to be acquired in the Offer
(assuming full acceptances)
(B)
Shareholding/Voting rights prior to Offer
(as on Date) (A)
Shareholder/Voting rights after the Offer
(A+B) Shareholder Category
1(b) Acquirer / Parties to the Agreement (Abbott Capital India Limited)
Nil Nil 1,009,942 20.00 1,009,942 20.00
Total ( 2) (1(a) + 1(b) 3,476,634 68.85 1,009,942 20.00 4,486,576 88.85
3. Public (other than Acquirer and PAC) Nil Nil
Institutions Mutual Funds & UTI Banks, Financial Institutions, Insurance Companies FIIs/foreign mutual funds Sub Total
Indian Public Others
Private Corporate Bodies NRIs/OCBs Trust Foreign Nationals Balance with NSDL/CDSL Sub-Total
-
348
116,327 116,675
1,315,615
117,956 8,220 1,080
- 13,526
140,782
-
0.01
2.30 2.31
26.05
2.34 0.16 0.02
- 0.27 2.79
Nil
Nil Nil
Nil
Nil Nil
Will depend on response to the Offer
Total (3) 1,573,072 31.15 Nil Nil TOTAL (1 to 3) 5,049,706 100.00 5,049,706 100.00
The total number of shareholders of the Target as on December 31, 2009 is 6,031 (excluding the Acquirer, the PAC and the Promoters).
6.20. Details of change in shareholding of Promoters
Particulars No. of shares acquired/sold
Capital as on date of
acquisition/ sale Resultant
shareholding%
Shares acquired indirectly through the Transaction
3,476,634 5,049,706 68.85
Net holding of Promoter as on date of PA 3,476,634 5,049,706 68.85 The Target has complied with all provisions of the Regulations, other regulations of SEBI Act and other statutory requirements as applicable to the above shareholding by the Acquirer. 6.21. No part of the consideration payable under the Purchase Agreement has been specifically allocated to
the non-compete obligations thereunder. 6.22. The provisions of Corporate Governance have been duly complied with and there is no material
litigation pending against the company except as disclosed in the contingent liabilities.
S. No.. Nature of contingent liability
As on December 31, 2009 (Rs. lacs)
1 Income-tax matter in respect of an earlier year under dispute 312.86 2 Sales tax matter In respect of an earlier year under dispute 4.52 Total 317.38
Source: Annual Report - December 2009
6.23. Name and details of the Compliance Officer
Manish A. Mestry Company Secretary & Legal Manager Solvay Pharma India Ltd.
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271, Business Park, 6th & 7th Floors, Model Industrial Colony, Off Aarey Road, Goregaon (East), Mumbai 400063, Maharashtra Tel: +91-22-28717400 / 42447400 Fax: +91-22-28717499 / 42447499 Email: [email protected]
7. Offer Price and Financial Arrangements
7.1. Justification of Offer Price
7.1.1. The Shares of the Target are listed on the Bombay Stock Exchange (“BSE”).
7.1.2. The Shares are listed on BSE. The annualised trading turnover in the Shares of the Target in BSE based on trading volume during the period August 1, 2009 to Jan 31, 2010 (six calendar months preceding the month in which the PA is made) is as given below:
Stock Exchange Shares Traded Total Shares
Listed
Trading Turnover (Annualised) (% of total
Shares listed)
BSE 625,330 5,049,706 24.77%
The annualised trading turn-over in the Shares of the Target in BSE is more than 5% of the total number of listed Shares and therefore the Shares are deemed to be frequently traded on BSE in terms of the explanation (i) of Regulation 20(5) of the Regulations.
7.1.3. The Offer Price is justified in terms of Regulations 20 (4), 20 (5) and 20 (12) of the SEBI (SAST) Regulations in view of the following:
7.1.3.1. Under the Purchase Agreement, the total holding of Solvay Healthcare and British Colloids in the Target was allocated a total consideration of Euro 70 million, which translates to a price of Rs. 1,420.08 (Rupees one thousand four hundred twenty and paisas eight only) per Share (based on RBI reference rate for Euro of 70.53 on September 25, 2009). The Acquirer has not acquired any Shares including through allotment in a public, rights or preferential issue during the 26-week period prior to the date of the Public Announcement.
7.1.3.2. The share price data of the Target on the BSE as on date of the PA is as under:
The average of the weekly high and low of the closing prices of the Shares during the 26-week period prior to the date of the Public Announcement is Rs. 1,466.98 as calculated below.
Week no. Week Ending High Low Average Volume
1 Tuesday, February 16, 2010 3,202.10 2,854.35 3,028.23 70,642 2 Tuesday, February 09, 2010 3,061.80 2,791.50 2,926.65 49,296 3 Tuesday, February 02, 2010 2,762.80 2,260.10 2,511.45 33,676
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4 Tuesday, January 26, 2010 2,479.20 2,263.75 2,371.48 27,063 5 Tuesday, January 19, 2010 2,683.25 2,021.10 2,352.18 79,725 6 Tuesday, January 12, 2010 1,969.20 1,926.10 1,947.65 30,545 7 Tuesday, January 05, 2010 1,903.25 1,752.10 1,827.68 49,839 8 Tuesday, December 29, 2009 1,775.35 1,650.80 1,713.08 19,825 9 Tuesday, December 22, 2009 1,675.30 1,499.10 1,587.20 21,218 10 Tuesday, December 15, 2009 1,701.75 1,469.20 1,585.48 32,504 11 Tuesday, December 08, 2009 1,615.70 1,404.05 1,509.88 51,836 12 Tuesday, December 01, 2009 1,425.15 1,387.50 1,406.33 20,431 13 Tuesday, November 24, 2009 1,373.75 1,340.25 1,357.00 38,524 14 Tuesday, November 17, 2009 1,350.45 1,205.45 1,277.95 50,515 15 Tuesday, November 10, 2009 1,199.25 1,039.75 1,119.50 16,847 16 Tuesday, November 03, 2009 1,038.40 1,022.05 1,030.23 8,319 17 Tuesday, October 27, 2009 1,043.65 1,005.45 1,024.55 16,471 18 Tuesday, October 20, 2009 1,009.75 910.15 959.95 13,254 19 Tuesday, October 13, 2009 905.85 897.05 901.45 7,458 20 Tuesday, October 06, 2009 919.10 909.30 914.20 33,958 21 Tuesday, September 29, 2009 959.15 794.00 876.58 37,000 22 Tuesday, September 22, 2009 800.35 791.35 795.85 3,446 23 Tuesday, September 15, 2009 807.20 798.95 803.08 3,975 24 Tuesday, September 08, 2009 806.25 766.10 786.18 6,743 25 Tuesday, September 01, 2009 784.25 754.60 769.43 7,972 26 Tuesday, August 25, 2009 769.55 746.80 758.18 5,209
Overall Average 1,466.98
The average of the daily high and low of the Shares during the 2-week period prior to the date of the Public Announcement is Rs. 3,054.72 as calculated below.
Day no. Dates High Low Average Volume
1 Wednesday, February 03, 2010 2,995.00 2,780.00 2,887.50 6,756 2 Thursday, February 04, 2010 2,994.00 2,629.00 2,811.50 6,774 3 Friday, February 05, 2010 2,925.00 2,749.55 2,837.28 9,985 4 Saturday, February 06, 2010 3,349.80 2,848.10 3,098.95 6,491 5 Monday, February 08, 2010 3,300.00 2,900.00 3,100.00 12,173 6 Tuesday, February 09, 2010 3,286.00 3,050.00 3,168.00 7,117 7 Wednesday, February 10, 2010 3,198.80 3,059.60 3,129.20 6,245 8 Thursday, February 11, 2010 3,244.00 2,950.00 3,097.00 15,679 9 Monday, February 15, 2010 3,599.60 3,140.00 3,369.80 9,817 10 Tuesday, February 16, 2010 3,477.00 2,619.00 3,048.00 38,901
Overall Average 3,054.72
7.1.3.3. The share price data of the Target on the BSE as on date of the public announcement of the global transaction is as under
The average of the weekly high and low of the closing prices of the Shares during the 26-week period prior to the date of the public announcement of the global transaction on September 28, 2009 is Rs. 694.75 as calculated below.
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Week no. Week Ending High Low Average Volume
1 Friday, September 25, 2009 818.25 794.00 806.13 5,735 2 Friday, September 18, 2009 800.05 791.35 795.70 4,524 3 Friday, September 11, 2009 807.20 795.65 801.43 7,341 4 Friday, September 04, 2009 784.25 765.05 774.65 4,348 5 Friday, August 28, 2009 783.00 746.80 764.90 7,024 6 Friday, August 21, 2009 769.55 751.25 760.40 4,415 7 Friday, August 14, 2009 784.20 734.10 759.15 10,606 8 Friday, August 07, 2009 749.70 740.00 744.85 14,041 9 Friday, July 31, 2009 740.60 730.05 735.33 5,262 10 Friday, July 24, 2009 745.00 718.55 731.78 5,104 11 Friday, July 17, 2009 729.40 699.55 714.48 4,630 12 Friday, July 10, 2009 700.05 698.35 699.20 13,890 13 Friday, July 03, 2009 703.40 700.00 701.70 47,155 14 Friday, June 26, 2009 704.50 675.00 689.75 12,069 15 Friday, June 19, 2009 678.20 664.60 671.40 2,539 16 Friday, June 12, 2009 674.95 670.00 672.48 7,704 17 Friday, June 05, 2009 685.05 669.05 677.05 13,454 18 Friday, May 29, 2009 690.05 662.85 676.45 5,255 19 Friday, May 22, 2009 770.00 651.30 710.65 5,187 20 Friday, May 15, 2009 645.15 607.95 626.55 6,909 21 Friday, May 08, 2009 625.20 604.15 614.68 4,273 22 Friday, May 01, 2009 609.00 600.05 604.53 10,535 23 Friday, April 24, 2009 610.10 600.20 605.15 6,616 24 Friday, April 17, 2009 609.35 600.20 604.78 12,610 25 Friday, April 10, 2009 573.00 568.25 570.63 3,658 26 Friday, April 03, 2009 558.00 541.30 549.65 9,640
Overall Average 694.75
The average of the daily high and low of the Shares during the 2-week period prior to the date of the public announcement of the global transaction on September 28, 2009 is Rs. 795.59 as calculated below.
Day no. Dates High Low Average Volume
1 Monday, September 14, 2009 809.35 752.00 780.68 1,253 2 Tuesday, September 15, 2009 804.90 791.60 798.25 222 3 Wednesday, September 16, 2009 800.00 791.00 795.50 1,441 4 Thursday, September 17, 2009 799.25 786.35 792.80 599 5 Friday, September 18, 2009 799.95 788.00 793.98 1,009 6 Tuesday, September 22, 2009 810.00 788.50 799.25 397 7 Wednesday, September 23, 2009 799.85 792.00 795.93 1,701 8 Thursday, September 24, 2009 802.95 785.00 793.98 725 9 Friday, September 25, 2009 820.00 800.00 810.00 2,912
Overall Average 795.59
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7.1.3.4. Other Parameters: The financial parameters based on the audited financials for the year ended December 31, 2008 of the Target are as follows:
Parameter (Rs. /Share)
Return on Networth (1) 30.0% Book value per Share (2) 216.38 Earning per Share (3) 64.96 Price earning multiple (based on Offer Price) (4) 39.37 Industry Price earning multiple (5) 21.3
(1) Return on Networth calculated as Profit after tax / Networth as at the end of the year
(2) Book value per share calculated as Networth / Number of outstanding Shares as at the end of the year
(3) Earning per Share (EPS) calculated as Net Profit attributable to equity holders /weighted average number of basic Shares
(4) Calculation based on Trailing Twelve months EPS of Rs. 77.6 from Capital Markets dated Feb 8 – 21, 2010
(5) Source: Capital Markets dated Feb 8 – 21, 2010; Industry: PHARMA-MNC
7.1.4. The Acquirer / the PAC confirm that the Offer Price shall not be less than the highest price paid by them for any acquisition of shares of the Target Company from the date of the PA up to 7 working days prior to the closure of the Offer.
7.2. Financial Arrangements
7.2.1. The total fund requirement for the Offer is Rs. 3,085,100,126 (Rupees three billion eighty-five million one hundred thousand one hundred and twenty-six only), assuming full acceptance of the Offer.
7.2.2. The Acquirer, the Manager to the Offer and Standard Chartered Bank, (a body corporate
incorporated by Royal Charter 1853 having its Principal Office at 1 Alderman bury Square, London EC2V 7SB, acting through its branch offices in India at 90, M.G. Road, Fort, Mumbai-400 001), have entered into an Open Offer Escrow Agreement dated February 10, 2010, (the “Escrow Agreement”) in accordance with Regulation 28 of the SEBI (SAST) Regulations. Pursuant to the Escrow Agreement, the Acquirer has created an escrow account named “Solvay Pharma India Ltd. Open Offer Escrow Account” (“Escrow Account”) bearing account number 22205414210 and has deposited a sum of Rs. 911,644,531.25/- (Rupees nine hundred eleven million six hundred forty-four thousand five hundred thirty one and paisas twenty five only) in the said Escrow Account as cash, which is in excess of the amount required under Regulation 28(2) of the Regulations, i.e., 25% of the first Rs. 1,000 million and 10% thereafter of the total consideration payable under the Offer (assuming full acceptances).
7.2.3. DSPML, as Manager to the Offer, has been duly authorized by the Acquirer to realize the
value of the Escrow Account and make transfers and / or payments from the amount deposited in the Escrow Account in terms of the Regulations and the Escrow Agreement for the purposes of implementation of the Offer.
7.2.4. The Acquirer / PAC have adequate resources to meet the financial requirements of the Offer
in terms of the Takeover Regulations and have made firm financial arrangements to meet their obligations in full under the Offer. The Acquirer and PAC propose to finance the Offer through the aforementioned escrow arrangements together with a bank deposit of GBP 62,500,000 (equivalent to Rs. 4,530,000,000) (“Bank Deposit”) bearing account number 23591145 held in the account name “Abbott Capital India Limited”, created on February 10, 2010, with the Royal Bank of Scotland (a banking corporation organized under the laws of England and Wales, having its head office at 36 St Andrews Square, Edinburgh, EH2 2YB, acting through its branch at 29 High Street, Sheerness, Kent, ME12 1NU). The Acquirer has undertaken that the Bank Deposit shall be used solely for financing the Offer provided that if
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the amount lying to the credit of the Bank Deposit aggregated with the Escrow Account, is in excess of the Offer requirements including the escrow requirements, under the Takeover Regulations, the Acquirer will be at liberty to withdraw the excess amounts from the Bank Deposit. The Acquirer undertakes to discharge its Offer obligations irrespective of fluctuations in the exchange rate. The Acquirer has vide a certificate dated February 15, 2010 given an undertaking to the Manager to the Offer to meet its financial obligations under the Offer.
7.2.5. S. S. Rane & Co. Chartered Accountants (Address: 23, Chanchal Smruti C.H.S. Ltd., 2nd Floor,
25, G.D. Ambekar Marg, Wadala, Mumbai – 400 031, Tel: 022-4360-0200, Fax: 022-4360-0205), having membership number 037852, have certified that the Acquirer has adequate financial resources to meet its financial obligations for the Offer as per the Regulations.
7.2.6. The Manager to the Offer is satisfied about the ability of the Acquirer / PAC to implement the
Offer in accordance with the Regulations as firm financial arrangements are in place to fulfill the obligations under the Regulations.
8. Terms and Conditions of the Offer
8.1. The Letter of Offer together with a Form of Acceptance-cum-Acknowledgement and Form of Withdrawal will be mailed on or before April 13, 2010 to all shareholders of the Target whose names appear in the Register of Members of the Target and the beneficial owners of the Shares, whose names appear on the beneficial records of the respective depositories, in each case at the close of business hours on March 19, 2010, (the “Specified Date”).
8.2. The Offer shall open on April 19, 2010 (the “Offer Opening Date”) and will remain open until May 8, 2010 (the “Offer Closing Date”).
8.3. Shareholders holding Shares in physical form: Shareholders holding Shares in physical form who wish to accept this Offer and tender their Shares will be required to send the Form of Acceptance-cum-Acknowledgement, original share certificate(s) of the Target Company and duly signed transfer deed(s) to the Registrar to the Offer, Sharepro Services (India) Private Limited, (13/A-B, Samitha Ware House, IInd Floor, Near Sakinaka Telephone Exchange, Sakinaka Naka, Andheri (East), Mumbai 400 072, Tel: (022) 67720300 / 400, Fax: (022) 28508927, E-mail: [email protected]) (“Registrar”) either by hand delivery on weekdays or by Registered Post, on or before the close of the Offer, i.e. no later than May 8, 2010 so as to reach the Registrar on or before the close of business hours, i.e. no later than 4 pm in accordance with the instructions to be specified in the Letter of Offer and in the Form of Acceptance-cum-Acknowledgement.
8.4. The Registrar to the Offer has opened a special depository account called “Escrow Account – Solvay Pharma India Open Offer” with DSPML at National Securities Depository Limited. The DP ID is IN302638 and the Client ID is 10055580.
8.5. Shareholders holding Shares in dematerialised form: Beneficial owners who wish to accept this Offer and tender their Shares will be required to send their Form of Acceptance-cum-Acknowledgement to the Registrar to the Offer in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance-cum-Acknowledgement, along with a photocopy of the delivery instructions in “Off–market” mode or counterfoil of the delivery instructions in “Off-market” mode, in favour of “Escrow Account – Solvay Pharma India Open Offer” duly acknowledged by their respective depository participant (the “DP”). Shareholders having their beneficiary account in Central Depository Services (India) Limited will in addition have to use an inter-depository delivery instruction slip.
8.6. Shareholders who have sent their Shares for dematerialization need to ensure that the process of getting their Shares dematerialised is completed well in time so that the credit in the special depository account is received on or before the date of closure of the Offer Closing Date (i.e., no later than May 8, 2010), else their application would be rejected.
8.7. All owners (registered or unregistered) of Shares are eligible to participate in the Offer anytime before the closure of the Offer. Unregistered owners can send their application in writing to the Registrar on a plain paper stating the Name, Address, number of Shares held, number of Shares offered, Distinctive numbers, Folio number, together with the original share certificate(s), valid transfer deed(s) and the
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original contract note(s) issued by the broker through whom they acquired their Shares so as to reach the Registrar on or before the close of the Offer, i.e. no later than May 8, 2010. No indemnity is required from the unregistered owners.
8.8. Locked in shares: There are no locked in shares in the Target.
9. Statutory Approvals
9.1. The Offer is subject to the receipt of the approval of RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder for the acquisition of Shares by the Acquirer / PAC under the Offer.
9.2. The Offer is subject to the receipt of approval from FIPB. 9.3. As at the date of the PA, to the best of the knowledge of the Acquirer / PAC, no other statutory or
regulatory approvals are required to implement this Offer or acquire the Shares tendered pursuant to this Offer, other than those contemplated above. However, the Offer will be subject to all statutory approvals that may be applicable. If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals. The Acquirer / PAC will have a right not to proceed with the Offer in terms of Regulation 27 of the SEBI (SAST) Regulations in the event that any of the statutory approval(s) contemplated above are refused.
9.4. To the best of their knowledge, the Acquirer / PAC do not require any approvals from financial
institutions or banks for the Offer.
10. Procedure for Acceptance and Settlement
10.1. The Form of Acceptance-cum-Acknowledgement and the relevant documents can be submitted at the following centres either by hand delivery (between 10.00 a.m. and 4:00 p.m. on all working days, between 10:00 am and 1:00 pm on Saturdays and between 10.00 a.m. and 4:00 p.m. on the Offer Closing Date) or by registered post, as specified below, on or before the Offer Closing Date:
Sr. No. Center Address
Contact Person Tel. No. Fax. No. Mode Of Delivery
1 Mumbai 912, Raheja Centre, Free Press Journal Road, Nariman Point, Mumbai – 400 021
Ravi Bhandari (022) 66134700 (022) 22825484 Hand Delivery / By Post
2 Pune Bral Express, 734,1st Floor,Sadashiv Peth, Kunte Road, Dandekar Ram Mandir Bldg, Pune – 411 030
Vishnu Sharma 097646-57015 / 093260-08464
(020) 27431671 Hand Delivery
3 Kolkata Iato Service, 161, Rabindra Sarani, Omkar Market near Canara Bank, Kolkata – 700 007
Khimraj (033) 32930032 / 093222-06719
(033) 22739872 Hand Delivery
4 Chennai 7/A, Laxmi Nagar, East Main Road, Chennai – 600 082
B Srinivasan (044) 26712611 / 096001-10024
(044) 267212611
Hand Delivery
5 Bangalore No. 162, 1st Floor, 6th Main Road, 4th Block, Jayanagar, Bangalore – 500 011
S Ragavendra 098453-70231 / 099801-91045
(080) 65462647 Hand Delivery
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Sr. No.
Contact Person Center Address Tel. No. Fax. No. Mode Of Delivery
6 New Delhi Sterling Services, T – 1895, Upper Ridge Road, Karol Bagh, New Delhi – 110 005
Sridhar 093137-96360 / 093125-46905
(011) 23527090 Hand Delivery
7 Ahmedabad
305, Rajkamal Plaza B Opposite Sakar 111, near Samruddhi Income Tax, Ahmedabad – 380 014
Vijay Iyer 093270-00949 (079) 66052469 Hand Delivery
8 Hyderabad 1-8-155/A, Behind Autofin Showroom, Above Sharavana Bhavan Hotel, P G Road, Secunderabad – 500 003
Sireesh (040) 656948544 / 092465-29673
(040) 66569472 Hand Delivery
10.2. All owners (registered or unregistered) of Shares are eligible to participate in the Offer anytime
before the closure of the Offer. Unregistered owners can send their application in writing to the Registrar on a plain paper stating the Name, Address, number of Shares held, number of Shares offered, Distinctive numbers, Folio number, together with the original share certificate(s), valid transfer deed(s) and the original contract note(s) issued by the broker through whom they acquired their Shares so as to reach the Registrar on or before the close of the Offer, i.e. no later than May 8, 2010. No indemnity is required from the unregistered owners.
10.3. In case of non-receipt of the Letter of Offer, the eligible persons may send their consent to the
Registrar, on a plain paper stating the Name, Address, number of Shares held, Distinctive numbers, Folio number, number of Shares offered along with documents as mentioned above so as to reach the Registrar on or before the close of the Offer, i.e. no later than May 8, 2010, or in case of beneficial owners, they may send the application in writing to the Registrar, on a plain paper stating the name, address, number of Shares held, number of Shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP, in favour of “Escrow Account – Solvay Pharma India Open Offer”, so as to reach the Registrar, on or before the close of the Offer, i.e. no later than May 8, 2010.
10.4. Shareholders can also download the Letter of Offer and Form of Acceptance-cum-Acknowledgement
placed on the SEBI web site www.sebi.gov.in and send in their acceptance by filling the same.
10.5. Applications in respect of Shares of the Target that are a subject matter of litigation wherein the
shareholders of the Target may be prohibited from the transferring the Shares during the pendency of the said litigation are liable to be rejected if the directions / orders regarding these Shares are not received with the Shares tendered under the Offer. The Letter of Offer, in some of these cases, wherever possible, will be forwarded to the concerned statutory authorities for further action by such authorities.
10.6. In accordance with Regulation 22(5A) of the Regulations, Shareholders who have accepted the Offer
by tendering the requisite documents in terms of the PA and Letter of Offer can withdraw the same up to three working days prior to the Offer Closing Date. The withdrawal option can be exercised by submitting the documents as per the instructions below, so as to reach the Registrar to the Offer at any of the collection centers mentioned above as per the mode of delivery indicated therein on or before May 5, 2010.
• The withdrawal option can be exercised by submitting the Form of Withdrawal, enclosed with the
Letter of Offer.
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• In case of non-receipt of Form of Withdrawal, the withdrawal option can be exercised by making a plain paper application along with the following details:
• In respect of physical Shares: names, address, distinctive numbers, folio number, number
of Shares tendered. • In respect of dematerialised Shares: name, address, number of Shares tendered, DP name,
DP ID, beneficiary account number, photocopy of the delivery instructions in “Off Market” mode duly acknowledged by the DP.
• Shareholders can also download the Form of Withdrawal placed on the SEBI web site
www.sebi.gov.in and send in their withdrawal by filling the same. • The failure of the Letter of Offer to reach one or more Shareholders shall not invalidate the Offer.
10.7. The Registrar to the Offer will hold in trust the Shares /share certificates, Shares lying in credit of the special depository account and the transfer form(s), until the Acquirer completes its obligations under the Offer in accordance with the Regulations.
10.8. If the aggregate of the valid responses to the Offer exceeds the Offer size of 1,009,942 Shares, then
Acquirer / PAC shall accept the valid applications received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations. The Shares are compulsorily traded in dematerialized form; the marketable lot is one Share.
10.9. Unaccepted share certificates, transfer forms and other documents, if any, will be returned by registered post at the Shareholders’/unregistered owners’ sole risk to the sole / first Shareholder. Unaccepted Shares held in dematerialized form will be credited back to the beneficial owners’ depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance-cum-Acknowledgement.
10.10. Compliance with tax and other regulatory requirements:
10.10.1. While tendering Shares under the Offer, non-resident Indians (NRIs), Overseas Corporate Bodies (OCBs) and other non-resident Shareholders will be required to submit RBI's approval (specific or general) that they would have obtained for acquiring the Shares of the Target. In the event that the previous RBI approvals are not submitted, Acquirer / PAC reserve the right to reject such tendered Shares.
10.10.2. While tendering their Shares under the Offer, NRIs, OCBs and other non-resident
Shareholders will be required to submit a No Objection Certificate or Tax Clearance Certificate or Certificate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income-tax Act, 1961 indicating the amount of tax to be deducted by the Acquirer / PAC before remitting the consideration, failing which the Acquirer / PAC will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the shareholder belongs under the Income Tax Act, 1961, on the entire consideration amount payable to such shareholder.
10.10.3. As per the provisions of Section 196D (2) of the Income Tax Act, 1961, no deduction of tax at
source will be made from any income by way of capital gains arising from the transfer of securities referred to in Section 115AD of the Income Tax Act, 1961 to a Foreign Institutional Investor as defined in Section 115AD of the Income Tax Act, 1961. However the interest payment for delay in payment of consideration, if any, will not be governed by this provision. For interest payments, if any, NRIs, OCBs and other non-resident Shareholders will be required to submit a No Objection Certificate or Tax Clearance Certificate or Certificate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income-tax Act, 1961 indicating the amount of tax to be deducted by Acquirer / PAC before remitting the consideration, failing which Acquirer / PAC will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the Shareholder belongs under the Income Tax Act, 1961, on the entire consideration amount payable to such Shareholder.
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10.10.4. In case of resident Shareholders, tax will be deducted on the interest component exceeding Rs. 5,000/- at the applicable current prevailing rates. If the resident Shareholder requires that no tax is to be deducted or tax is to be deducted at a lower rate than the prescribed rate, such Shareholders will be required to submit a No Objection Certificate or Tax Clearance Certificate or Certificate for Deduction of Tax at Lower Rate from the Income-tax authorities under the Income-tax Act, 1961 indicating the amount of tax to be deducted by Acquirer / PAC or a self-declaration in form 15G of or form 15H as may be applicable. Shareholders eligible to receive interest component exceeding Rs. 5,000/- would be required to submit their Permanent Account Number for Income Tax purposes. All resident Shareholders would be required to submit their Permanent Account Number for Income-tax purposes.
10.10.5. The provisions of Clause 10.10.4 relating to payment of interest will become applicable only
if the Acquirer / PAC become liable to pay interest for delay in release of purchase consideration.
10.11. Payment to those Shareholders whose share certificates and/or other documents are found valid and
in order and are approved by the Acquirer / PAC will be by way of a crossed account payee cheque / demand draft / pay order/ through Direct Credit (“DC”)/ National Electronic Funds Transfer (“NEFT”)/ Real Time Gross Settlement (“RTGS”)/ National Electronic Clearing Services (“NECS”)/ Electronic Clearing Services (“ECS”). Shareholders who opt for receiving consideration through DC/NEFT/RTGS/NECS/ECS are requested to give the authorization for the same in the Form of Acceptance-cum-Acknowledgement and enclose a photocopy of cheque along with form of Acceptance. The decision regarding the acquisition (in part or full), or rejection of, the Shares tendered pursuant to this Offer and (i) any corresponding payment for the acquired Shares and/or (ii) share certificates for any rejected Shares or Shares withdrawn, will be dispatched to the Shareholders by registered post or by ordinary post as the case may be [*], at the Shareholder’s sole risk. Shares held in dematerialized form to the extent not acquired or Shares withdrawn will be credited back to the respective beneficiary account with their respective DPs as per the details furnished by the beneficial owners in the Form of Acceptance-cum- Acknowledgement.
[*] Dispatches involving payment of a value in excess of Rs. 1,500/- will be made by Registered Post at the Shareholder’s sole risk. All other dispatches will be made by ordinary post at the Shareholder’s sole risk.
10.12. All cheques / demand drafts / pay orders will be drawn in the name of the first holder, in case of joint
holder(s). In case of unregistered owners of Shares, payment will be made in the name of the person stated in the contract note. It will be desirable if the Shareholders provide bank account details in the Form of Acceptance-cum-Acknowledgement for incorporation in the cheque / demand draft / pay order.
10.13. The Acquirer / PAC reserve the right to withdraw the Offer pursuant to Regulation 27 of the
Regulations. Any such withdrawal will be notified in the form of a public announcement in the same newspapers in which the PA appeared.
11. Documents for Inspection
The following documents are regarded as material documents and are available for inspection at the office of DSP Merrill Lynch Limited, Mafatlal Centre, 10th Floor, Nariman Point, Mumbai 400 001 from 10.30 am to 3.00 pm on any day except Saturdays, Sundays, and Public / Bank Holidays until the Offer Closing Date
11.1. Certificate of Incorporation and Memorandum & Articles of Association of the Acquirer 11.2. Certificate of Incorporation of the PAC 11.3. Annual reports of the Target for the years ending December 31, 2007, 2008, 2009
11.4. Annual reports of Abbott Capital India Ltd. for the years ending November 30, 2007, 2008 and 2009
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11.5. Copy of the Stock and Asset Purchase Agreement dated September 26, 2009
11.6. Copy of Amendment No. 1 to the Stock and Asset Purchase Agreement dated February 15, 2010
11.7. Annual reports of Abbott Laboratories for the years ending December 31, 2007, 2008 and 2009
11.8. Copy of the letter dated February 11, 2010 from Standard Chartered Bank confirming the amount of Rupees 911.6 million kept in the Escrow Account
11.9. Copy of the letter dated February 11, 2010 from Royal Bank of Scotland to the Acquirer confirming
GBP 62,500,000 held in fixed deposit
11.10. Copy of the letter dated February 15, 2010 from the Acquirer accepting responsibility to satisfy financial obligations under the Offer
11.11. Copy of the Public Announcement dated February 17, 2010 11.12. Copy of the letter dated April 1, 2010 from SEBI in terms of proviso to Regulation 18(2) of the
Regulations
11.13. Copy of the agreement between the Registrar and DSP Merrill Lynch Limited as the Depository Participant for opening the Depository Escrow Account for the purpose of the Offer
11.14. Copy of Memorandum of Understanding between the Acquirer and the Registrar for the purpose of
the Offer
11.15. Copy of the certificate from S. S. Rane & Co. Chartered Accountants dated April 8, 2010 certifying the adequacy of the financial resources of the Acquirer for fulfilling all the obligations under the Offer
11.16. Copy of the letter from Standard Chartered Bank dated April 8, 2010 confirming that a lien has been
marked in favour of the Manager to the Offer for the Escrow Account
12. Declaration by the Acquirer and the PAC
12.1. The Acquirer, the PAC and the Board of Directors of the Acquirer accept full responsibility
for the information contained in this Letter of Offer. Each of the Acquirer and the PAC is jointly and severally liable for ensuring compliance with the Regulations.
Thomas C. Freyman Thomas C. Freyman Director Executive Vice President, Finance and
Abbott Capital India Limited Chief Financial Officer
Place: Libertyville, IL, USA Place: Libertyville, IL, USA Date: April 12, 2010 Date: April 12, 2010
The persons signing the Letter of Offer are duly and legally authorised by the Acquirer and PAC to sign the Letter of Offer. Enclosed: 1. Form of Acceptance cum Acknowledgement 2. Form of Withdrawal 3. Transfer deed for shareholders holding Shares in physical form
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ANNEXURE – I
Status of compliance with the provisions of Chapter II of the Regulations by the Target
S. No. Regulation/Sub-Regulation
Due date of Compliance mentioned in Regulation
Actual date of compliance
Delay, if any Remarks
1 8(3) 30.04.2002 23.04.2002 2 8(3) 30.4.2003 09.04.2003 3 8(3) 30.4.2004 06.04.2004 4 8(3) 8.7.2004 14.06.2004 5 8(3) 30.4.2005 07.04.2005 6 8(3) 20.05.2005 21.04.2005 8 8(3) 30.4.2006 10.04.2006 9 8(3) 12.5.2006 25.04.2006
10 8(3) 17.4.2007 20.04.2007 3 days No remarks received from BSE
11 8(3) 30.4.2007 20.04.2007 12 8(3) 19.5.2007 20.04.2007 13 7(3) 06.9.2007 04.09.2007 14 8(3) 30.04.2008 16.04.2008 15 8(3) 17.5.2008 21.04.2008 16 8(3) 30.4.2009 15.04.2009 17 8(3) 20.5..2009 22.04.2009 18 7(3) 5.11.2009 4.11.2009 19 7(3) 19.11.2009 19.11.2009 20 7(3) 25.2.2010 22.2.2010
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ANNEXURE – II
Status of compliance with the provisions of Chapter II of the Regulations by the Acquirer / PAC. Chapter II filings as applicable made by the PAC as below.
S. No. Regulation/Sub-Regulation
Due date of Compliance mentioned in Regulation
Actual date of compliance
Delay, if any Remarks
1 7(1) February 17, 2010 February 16, 2010
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ANNEXURE – III
Status of compliance with the provisions of Chapter II of the Regulations by Promoters. Chapter II filings as applicable made by Solvay Healthcare as below.
S. No. Regulation/Sub-Regulation
Due date of Compliance mentioned in Regulation
Actual date of compliance
Delay, if any Remarks
1 7(1) December 17, 2004
December 17, 2004
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THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION (Please send this form with enclosures to the Registrar to the Offer at its address given overleaf)
FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT From: Name: Status: Resident / Non-resident Full Address Tel No. Fax No. E-mail: To, Sharepro Services (India) Private Limited 13/A-B, Samitha Ware House, IInd Floor, Near Sakinaka Telephone Exchange, Sakinaka Naka, Andheri (East), Mumbai 400 072 Telephone: +91 22 67720300 / 400 Facsimile: +91 22 28508927 E-mail: [email protected] Cash offer at Rs. 3,054.73/- per equity share (“offer price”) to acquire up to 1,009,942 fully paid-up equity shares (“offer”) representing 20.00% of the equity share capital (and 20.00% of the voting capital) of Solvay Pharma India Limited. Dear Sir, I/We refer to the Letter of Offer dated April 12, 2010 constituting an offer to acquire the equity shares held by me/us in Solvay Pharma India Limited. Capitalized terms used but not defined herein have the meaning ascribed to them in the Letter of Offer. I/We, the undersigned, have read the Letter of Offer and understood its contents including the terms and conditions mentioned therein. For equity shares held in physical form I/We hold equity shares in the physical form, accept the Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our equity shares as detailed below:
Sr. No. Ledger Folio No. Certificate No. Distinctive Nos. No. of equity shares 1 2 3 Total Number of equity shares
(In case of insufficient space, please use additional sheet and authenticate the same) I/We confirm that the Offer is hereby accepted by me/us and that the equity shares which are being tendered herewith by me/us under this Offer are free from liens, charges and encumbrances of any kind whatsoever. I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust by the Registrars to the Offer until the time the Acquirer / PAC make payment of the Offer Price as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer will pay the consideration only after documents are found valid and approved by the Acquirer. For equity shares held in dematerialised form I/We hold equity shares in dematerialised form, accept the Offer and enclose a photocopy of the delivery instructions duly acknowledged by the DP in respect of my/our equity shares as detailed below:
DP Name DP ID Client ID Name of the Beneficiary No. of equity Shares
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Acknowledgement Receipt – Solvay Pharma India Limited Open Offer Received from Mr./Ms./M/s ____________________________________________________________________________________ Form of Acceptance cum Acknowledgement for Solvay Pharma Open Offer as per details below:- Folio No. _____________________No. of Certificates Enclosed _____________________Certificate No. _____________________ Total No. of equity shares enclosed ______________________Copy of Delivery Instruction to DP_________________________________ (Delete whichever is not applicable) Date of Receipt: _______________ Stamp of collection center: Signature of Official:
OFFER Opens on: Monday, April 19, 2010
Closes on: Saturday, May 8, 2010
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I/We have done an off market transaction for crediting the equity shares to the “Escrow Account – Solvay Pharma India Open Offer” whose particulars are: DP ID IN302638 Client ID 10055580 We note and understand that the equity shares would remain in the said account i.e. “Escrow Account – Solvay Pharma India Open Offer” until the Acquirer makes payment of the Offer Price as mentioned in the Letter of Offer. If my/our equity shares are held in a beneficiary account with CDSL, I/we enclose a copy of the 'Inter Depository Instruction' for the transfer of my/our equity shares to the Depository Escrow Account. I/We authorise the Acquirer: 1. To acquire the equity shares so tendered by me/us in acceptance of the Offer in terms of and subject to the Letter of Offer. 2. To the extent that the equity shares tendered by me/us are not acquired (in terms of and subject to the Letter of Offer), to return to
me/us share certificate(s) and in the case of dematerialised equity shares to credit such equity shares to my/our depository account, in each case at my/our sole risk and specifying the reasons thereof.
3. If the equity shares so tendered are withdrawn by me/us (in terms of and subject to the Letter of Offer), to return to me/us share certificate(s) and in the case of dematerialised equity shares to credit such equity shares to my/our depository account, in each case at my/our sole risk.
I/We authorise the Acquirer or the Manager to the Offer or the Registrar to the Offer to send by Registered post / ordinary post (as described in the Letter of Offer) the crossed account payee cheque / demand draft/pay order as purchase consideration to the sole/first holder at the address mentioned below: Yours faithfully Signed and delivered 1st Shareholder 2nd Shareholder 3rd Shareholder Full Name
PAN/GIR No. allotted under Income Tax Act 1961
Signature
Note: In case of joint holdings, all shareholders must sign. A body corporate must affix its company stamp. Place: Date: In order to avoid fraudulent encashment of cheque / demand draft/pay order in transit, the applicants are requested to provide details of bank account of the sole/first shareholder and the crossed account payee cheque/demand draft/pay order will be drawn accordingly. Please indicate the preferred mode of receiving the payment consideration. (Please tick) 1. Electronic mode ______ 2. Physical mode ______ Name of Bank Branch Address
Type of Account Account Number 9 digit MICR code IFSC Code ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- All future correspondence, if any, should be addressed to Registrar to the Offer at the following address: Sharepro Services (India) Private Limited 13/A-B, Samitha Ware House, IInd Floor, Near Sakinaka Telephone Exchange, Sakinaka Naka, Andheri (East), Mumbai 400 072 Telephone: +91 22 67720300 / 400 Facsimile: +91 22 28508927 Contact Person: Mr. Ganesh Rane / Mr. Anand Moolya E-mail: [email protected]
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Details of Collection Centers of the Registrar
Sr. No. Center Address
Contact Person Tel. No. Fax. No. Mode Of Delivery
1 Mumbai 912, Raheja Centre, Free Press Journal Road, Nariman Point, Mumbai – 400 021
Ravi Bhandari (022) 66134700 (022) 22825484 Hand Delivery / By Post
2 Pune Bral Express, 734,1st Floor,Sadashiv Peth, Kunte Road, Dandekar Ram Mandir Bldg, Pune – 411 030
Vishnu Sharma 097646-57015 / 093260-08464
(020) 27431671 Hand Delivery
3 Kolkata Iato Service, 161, Rabindra Sarani, Omkar Market near Canara Bank, Kolkata – 700 007
Khimraj (033) 32930032 / 093222-06719
(033) 22739872 Hand Delivery
4 Chennai 7/A, Laxmi Nagar, East Main Road, Chennai – 600 082
B Srinivasan (044) 26712611 / 096001-10024
(044) 267212611 Hand Delivery
5 Bangalore No. 162, 1st Floor, 6th Main Road, 4th Block, Jayanagar, Bangalore – 500 011
S Ragavendra 098453-70231 / 099801-91045
(080) 65462647 Hand Delivery
6 New Delhi Sterling Services, T – 1895, Upper Ridge Road, Karol Bagh, New Delhi – 110 005
Sridhar 093137-96360 / 093125-46905
(011) 23527090 Hand Delivery
7 Ahmedabad 305, Rajkamal Plaza B Opposite Sakar 111, near Samruddhi Income Tax, Ahmedabad – 380 014
Vijay Iyer 093270-00949 (079) 66052469 Hand Delivery
8 Hyderabad 1-8-155/A, Behind Autofin Showroom, Above Sharavana Bhavan Hotel, P G Road, Secunderabad – 500 003
Sireesh (040) 656948544 / 092465-29673
(040) 66569472 Hand Delivery
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INSTRUCTIONS
1. In the case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account, before the closure of the Offer. The Form of Acceptance-cum-Acknowledgement of such demat shares not credited in favour of the special depository account, before the closure of the Offer will be rejected.
2. Shareholders should enclose the following:-.
i. Shareholders holding Shares in dematerialized form:-
Beneficial owners should enclose
• Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository Participant (DP).
• Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP.
• For each Delivery Instruction, the beneficial owner should submit separate Form of Acceptance-cum-Acknowledgement.
ii. Shareholders holding Shares in physical form:-
Registered Shareholders should enclose:
Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates.
Original Share Certificate(s).
Valid Share transfer deed(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with Solvay Pharma India Limited and duly witnessed at the appropriate place. A blank Share Transfer form is enclosed along with this Letter of Offer.
Unregistered owners should enclose:
Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein.
Original Share Certificate(s).
Original broker contract note.
Valid Share transfer deed(s) as received from the market.
The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirer as buyer will be filled by the Acquirer upon verification of the Form of Acceptance-cum-Acknowledgement and the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance.
3. The share certificate(s), share transfer deed(s) and the Form of Acceptance-cum-Acknowledgement should be sent only to the Registrar to the Offer and not to the Manager to the Offer or the Acquirer / PAC or Solvay Pharma India Limited.
4. Shareholders having their beneficiary account in CDSL have to use "INTER DEPOSITORY DELIVERY INSTRUCTION SLIP" for the purpose of crediting their shares in the favour of the special depository account with NSDL.
5. Non resident shareholders should enclose a copy of the permission received from RBI for the equity shares held by them in Solvay Pharma India Limited. If, the shares are held under General Permission of RBI the non resident shareholder should state that the shares are held under General Permission and whether on repatriable basis or non repatriable basis.
6. Non resident shareholders should enclose No Objection certificate/ Tax Clearance certificate from the Income Tax Authorities under Income-Tax Act, 1961, indicating the tax to be deducted by the Acquirer before remittance of consideration otherwise tax will deducted at maximum marginal rate as may be applicable to the category of the shareholder on the consideration payable by the Acquirer / PAC.
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION (Please send this form with enclosures to the Registrar to the Offer at its address given overleaf)
FORM OF WITHDRAWAL From: Name: Status: Resident / Non-resident Full Address Tel No. Fax No. E-mail: To, Sharepro Services (India) Private Limited 13/A-B, Samitha Ware House, IInd Floor, Near Sakinaka Telephone Exchange, Sakinaka Naka, Andheri (East), Mumbai 400 072 Telephone: +91 22 67720300 / 400 Facsimile: +91 22 28508927 E-mail: [email protected] Cash offer at Rs. 3,054.73/- per equity share (“offer price”) to acquire up to 1,009,942 fully paid-up equity shares (“offer”) representing 20.00% of the equity share capital (and 20.00% of the voting capital) of Solvay Pharma India Limited. Dear Sir, I/We refer to the Letter of Offer dated April 12, 2010 constituting an offer to acquire the equity shares held by me/us in Solvay Pharma India Limited. Capitalised terms used but not defined herein have the meaning ascribed to them in the Letter of Offer. I/We, the undersigned, have read the Letter of Offer and understood its contents including the terms and conditions mentioned therein. I/We hereby consent unconditionally and irrevocably to withdraw my/our equity shares from the Offer and I/We further authorize the Acquirer to return to me/us, the tendered Share Certificate(s)/share(s) at my/our sole risk. I/We note that upon withdrawal of my/our equity shares from the Offer, no claim or liability shall lie against the Acquirer/Manager to the Offer/Registrar to the Offer. I/We note that this Form of Withdrawal should reach the Registrar to the Offer on or before the last date of withdrawal i.e. May 5, 2010. I/We note that the Acquirer/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss in transit of the equity shares held in physical form and also for the non-receipt of equity shares held in the dematerialized form in the DP account due to inaccurate/incomplete particulars/instructions. I/We also note and understand that the Acquirer will return the original share certificate(s), share transfer deed(s)/equity shares in dematerialized form only on completion of verification of the documents, signatures and beneficiary position as available with the depositories from time to time. For equity shares held in physical form The particulars of tendered original share certificate(s) and duly signed transfer deed(s) are detailed below:
Sr. No. Ledger Folio No. Certificate No. Distinctive Nos. No. of equity shares 1 2 3 Total Number of equity shares
(In case of insufficient space, please use additional sheet and authenticate the same) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Acknowledgement Receipt – Solvay Pharma India Limited Open Offer Received from Mr./Ms./M/s ____________________________________________________________________________________ Form of Withdrawal for Solvay Pharma India Limited Offer as per details below:- Copy of depository instruction slip from DP ID _______________ Client ID _______________ Copy of acknowledgement slip issued when depositing dematerialized equity shares Copy of acknowledgement slip issued when depositing physical equity Date of Receipt: _______________ Stamp of collection center: Signature of Official:
OFFER Opens on: Monday, April 19, 2010
Last date of Withdrawal: Wednesday, May 5, 2010 Closes on: Saturday, May 8, 2010
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For equity shares held in dematerialised form I/We hold equity shares in dematerialized form and had executed an off-market transaction for crediting the equity shares to the “Escrow Account – Solvay Pharma India Open Offer”. Please find enclosed a photocopy of the depository delivery instruction(s) duly acknowledged by the DP. The particulars of the account from which my/our equity shares have been tendered are as follows:
DP Name DP ID Client ID Name of the Beneficiary No. of equity Shares
I/We note that the equity shares will be credited back only to that depository account, from which the equity shares have been tendered and necessary standing instructions have been issued in this regard. I/We confirm that the particulars given above are true and correct. In case of dematerialized equity shares, I/We confirm that the signatures have been verified by the DP as per their records and that the same have been duly attested. Yours Faithfully, Signed and delivered 1st Shareholder 2nd Shareholder 3rd Shareholder Full Name
PAN/GIR No. allotted under Income Tax Act 1961
Signature
Note: In case of joint holdings, all shareholders must sign. A body corporate must affix its company stamp. Place: Date: ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- All future correspondence, if any, should be addressed to Registrar to the Offer at the following address: Sharepro Services (India) Private Limited 13/A-B, Samitha Ware House, IInd Floor, Near Sakinaka Telephone Exchange, Sakinaka Naka, Andheri (East), Mumbai 400 072 Telephone: +91 22 67720300 / 400 Facsimile: +91 22 28508927 Contact Person: Mr. Ganesh Rane / Mr. Anand Moolya E-mail: [email protected]
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INSTRUCTIONS
1. Shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at any of the Collection Centers mentioned in the Letter of Offer as per the mode of delivery indicated therein on or before the last date of withdrawal i.e no later than 4.00 pm on May 5, 2010.
2. Shareholders should enclose the following:-
i. Shareholders holding Shares in dematerialized form:-
Beneficial owners should enclose:
Duly signed and completed Form of Withdrawal.
Acknowledgement slip in original/ Copy of the submitted Form of Acceptance-cum-Acknowledgement in case delivered by Registered A.D.
Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction (TIFD) in "Off-market" mode, duly acknowledged by the DP.
ii. Shareholders holding Shares in physical form:-
Registered Shareholders should enclose:
Duly signed and completed Form of Withdrawal.
Acknowledgement slip in original/ Copy of the submitted Form of Acceptance-cum-Acknowledgement in case delivered by Registered A.D.
In case of partial withdrawal, Valid Share transfer deed(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with Solvay Pharma India Limited and duly witnessed at the appropriate place.
Unregistered owners should enclose:
Duly signed and completed Form of Withdrawal.
Acknowledgement slip in original/ Copy of the submitted Form of Acceptance-cum-Acknowledgement in case delivered by Registered A.D.
3. The withdrawal of Shares will be available only for the share certificates/the Shares that have been received by the Registrar to the Offer/ special depository account.
4. The intimation of returned Shares to the shareholders will be at the address as per the records of the Target / Depository as the case may be.
5. The Form of Withdrawal should be sent only to the Registrar to the Offer.
6. In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required to be split, the same will be returned on receipt of share certificates from the Target. The facility of partial withdrawal is available only to registered shareholders.
7. Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction for receipt of the credit in their DP account.
8. The Form of Withdrawal and other related documents should be submitted at any of the collection centers of Sharepro Services (India) Private Limited stated overleaf.
9. Applicants who cannot hand deliver their documents at the collection centers, may send their documents only by Registered Post, at their own risk, to the Registrar to the Offer at Sharepro Services (India) Private Limited, 13/A-B, Samitha Ware House, IInd Floor, Near Sakinaka Telephone Exchange, Sakinaka Naka, Andheri (East), Mumbai 400 072 (Telephone: +91 22 67720300 / 400; Facsimile: +91 22 28508927) so as to reach the Registrar on or before the last date of withdrawal i.e. no later than 4.00 pm on May 5, 2010.
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Details of Collection Centers of the Registrar
Sr. No. Center Address Contact Person Tel. No. Fax. No.
Mode Of Delivery
1 Mumbai 912, Raheja Centre, Free Press Journal Road, Nariman Point, Mumbai – 400 021
Ravi Bhandari (022) 66134700 (022) 22825484 Hand Delivery / By Post
2 Pune Bral Express, 734,1st Floor,Sadashiv Peth, Kunte Road, Dandekar Ram Mandir Bldg, Pune – 411 030
Vishnu Sharma 097646-57015 / 093260-08464
(020) 27431671 Hand Delivery
3 Kolkata Iato Service, 161, Rabindra Sarani, Omkar Market near Canara Bank, Kolkata – 700 007
Khimraj (033) 32930032 / 093222-06719
(033) 22739872 Hand Delivery
4 Chennai 7/A, Laxmi Nagar, East Main Road, Chennai – 600 082
B Srinivasan (044) 26712611 / 096001-10024
(044) 267212611 Hand Delivery
5 Bangalore No. 162, 1st Floor, 6th Main Road, 4th Block, Jayanagar, Bangalore – 500 011
S Ragavendra 098453-70231 / 099801-91045
(080) 65462647 Hand Delivery
6 New Delhi Sterling Services, T – 1895, Upper Ridge Road, Karol Bagh, New Delhi – 110 005
Sridhar 093137-96360 / 093125-46905
(011) 23527090 Hand Delivery
7 Ahmedabad 305, Rajkamal Plaza B Opposite Sakar 111, near Samruddhi Income Tax, Ahmedabad – 380 014
Vijay Iyer 093270-00949 (079) 66052469 Hand Delivery
8 Hyderabad 1-8-155/A, Behind Autofin Showroom, Above Sharavana Bhavan Hotel, P G Road, Secunderabad – 500 003
Sireesh (040) 656948544 / 092465-29673
(040) 66569472 Hand Delivery
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