Tata Global Beverages Ltd has announced that the Board of Directors of the Company at its meeting held on November 12, 2013, considered and approved the proposal of merger of Mount Everest Mineral Water Limited ("MEMW") with the Company in terms of a Scheme of Amalgamation under Sections 391-394 and other applicable provisions of the Companies Act, 1956 ("the Scheme").
The entire undertaking of MEMW would be transferred to the Company as a going concern together with all assets and liabilities of MEMW;
In consideration of the amalgamation, the Company will issue shares to the shareholders of MEMW in the following swap ratio recommended by the independent valuers, SSPA & Co. and Haribhakti & Co. as under :
3 fully paid up equity shares of Rs. 1 each of Tata Global Beverages Limited for every 4 fully paid up equity shares of Rs. 10 each of Mount Everest Mineral Water Limited.
Rothschild (India) Private Limited has issued a fairness opinion on the swap ratio.
The Company holds 50.07% of the total issued, subscribed and paid-up share capital of MEMW and the shares held by the Company in MEMW shall get extinguished. No new shares shall be issued in lieu of such shares of MEMW held by TGBL.
The Scheme will be filed with the Stock Exchanges where the shares of the Company are listed as per SEBI Circular dated February 04, 2013 and May 21, 2013 for receiving their comments to the Scheme. The Scheme is subject to other necessary statutory approvals, including sanction of the Hon'ble High Court of Himachal Pradesh at Shimla and Hon'ble High Court at Calcutta.
The entire undertaking of MEMW would be transferred to the Company as a going concern together with all assets and liabilities of MEMW;
In consideration of the amalgamation, the Company will issue shares to the shareholders of MEMW in the following swap ratio recommended by the independent valuers, SSPA & Co. and Haribhakti & Co. as under :
3 fully paid up equity shares of Rs. 1 each of Tata Global Beverages Limited for every 4 fully paid up equity shares of Rs. 10 each of Mount Everest Mineral Water Limited.
Rothschild (India) Private Limited has issued a fairness opinion on the swap ratio.
The Company holds 50.07% of the total issued, subscribed and paid-up share capital of MEMW and the shares held by the Company in MEMW shall get extinguished. No new shares shall be issued in lieu of such shares of MEMW held by TGBL.
The Scheme will be filed with the Stock Exchanges where the shares of the Company are listed as per SEBI Circular dated February 04, 2013 and May 21, 2013 for receiving their comments to the Scheme. The Scheme is subject to other necessary statutory approvals, including sanction of the Hon'ble High Court of Himachal Pradesh at Shimla and Hon'ble High Court at Calcutta.
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