TBZ share price in focus as GRT Jewellers’ open offer at 18% discount to prevailing level

Shares of Tribhovandas Bhimji Zaveri Ltd (TBZ) are in focus on Tuesday after  GRT Jewellers (India) Private Limited has announced an open offer for acquisition of up to 1,72,70,845 fully paid-up equity shares from the public shareholders of TBZ, representing 25.88 per cent of the voting share capital at a price of Rs 249.61 per share. The open offer size, assuming full acceptance, stood  at Rs 431.09 crore payable in cash, subject to the terms and conditions mentioned in the public announcement.

TBZ shares settled at Rs 304.40 apiece on Monday. The offer price is  18 per cent below the prevailing price.

The open offer was triggered after GRT Jewellers  entered into a share purchase agreement with TBZ, pursuant to which the former agreed to purchase 4,94,59,775 shares, constituting 74.12 per cent of the voting share capital of TBZ from the promoters and members of the promoter group at a maximum price of Rs 209 per share and for a maximum aggregate consideration of Rs 1,033.71 crore.
 
"The price per SPA sale share and such maximum aggregate consideration may be subject to downward adjustments (if any) in accordance with the provisions of the SPA), and subject to the satisfaction of certain conditions precedent as set out thereunder, which, inter alia, include receipt of the CCI Approval and Lenders’ Approval," TBZ told BSE.

Deloitte was the lead advisor to the transaction and Axis Capital acted as the financial advisor for GRT. Trilegal advised GRT as the legal counsel while Srihari & Co advised on financial and tax due diligence. AZB & Partners advised TBZ as its legal counsel and Ernst & Young LLP acted as the financial advisor for TBZ.

Shrikant Zaveri, Chairman & Managing Director of TBZ, said: "What began five generations and 162 years ago as a single storefront in Zaveri Bazaar and a family dream has grown through decades of relentless dedication into 37 locations across the country. Seeing it step into the future with GRT fills me with immense pride. I am also very proud of my 2 daughters, Binaisha and Raashi who have played a very important role in the past 20 years to scale the business. We know that our heritage, our values, and our people are in the absolute best hands to write the next great chapter for TBZ,"