New Delhi: Leading Japanese drug-maker Daiichi Sankyo has challenged the Securities Appellate Tribunal (SAT) judgement that asked it to make an open offer to shareholders of Zenotech Labs at Rs 160 per share.
Daiichi Sankyo is to make an open offer to Zenotech's shareholders to acquire 20 percent additional stake in the Hyderabad-based firm.
A Bench headed by Justice S H Kapadia while posting the matter for final hearing on December 2 asked the parties to maintain status quo after senior counsel Mukul Rohtagi, appearing for Daiichi, submitted that the company was willing to give an undertaking stating that it would pay differential amount with interest within two weeks in case it loses.
However, the Bench said the rate would be "fixed by this court at the time of final hearing and, at that time, in case the petitioner (Daiichi) loses, it will pay full differential amount with interest in terms of the undertaking."
The court also issued notices to Zenotech Managing Director Jayaram Chigurupati and other shareholder who had moved the tribunal against market regulator Sebi's nod to Daiichi for an offer price of Rs 113 per share.
Challenging the tribunal's judgement that dismissed a Sebi move that allowed Daiichi to go for the offer at Rs 113 a share, the Japanese pharma giant said the impugned order was contrary to the language and intent of the (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and was entirely unsustainable in law.
Besides, it imposes a tremendous financial burden upon the Japanese drug major, the petition stated.
The Japanese drug major holds 46.85 percent stake in Zenotech through its majority shareholding in Ranbaxy Laboratories.
As a result of the acquisition of a majority stake in Ranbaxy Laboratories in October last year, the Japanese firm had indirectly come to control 46.85 percent of the issued and outstanding equity share capital in Zenotech, which Ranbaxy holds.
Earlier in January, Daiichi had announced it would launch an open offer for Zenotech to acquire 68.85 lakh shares or a 20 percent stake in accordance with the provisions of the SEBI takeover code.
Daiichi had said it would pay up to Rs 78.23 crore, at Rs 113.62 a share, to Zenotech shareholders for the stake in the open offer.
However, the offer ran into controversy as minority shareholders complained to SEBI against Daiichi for allegedly not honouring a commitment to make the offer at Rs 160 per share.
Chigurupati, who is also a shareholder of Zenotech, had moved the tribunal against market regulator SEBI's nod to Daiichi for an offer price of Rs 113 per share.
After SEBI upheld Daiichi's position in June, the shareholders moved the Madurai Bench of the Madras High Court alleging that they were compelled to sell shares at a lower price whereas the company shares were sold at Rs 160 per share in January.
The High Court had dismissed their plea.
Bureau Report