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L&T's offer 'fair and reasonable', say Mindtree independent directors

Rukmini Rao     June 12, 2019

The members of the committee of independent directors of Mindtree in their report have termed L&T's open offer price of Rs 980 per share to acquire Mindtree as 'fair and reasonable". In essence, this report further clears all hurdles for the impending acquisition of the company. In a report published on the Bombay Stock Exchange, the directors observed that the closing price of equity share of the target company (Mindtree) on NSE and BSE as on the date of this recommendation, i.e June 10, 2019, being Rs 975.50 and Rs 974.65, was lower than the offer price. According to the filing, the report said, "As on the date of public announcement, the offer price of Rs 980 offered by the acquirer (L&T) is in accordance with the regulations prescribed by SEBI (SAST) regulations and appears to be fair and reasonable." The report further stated, "The shareholders of the target company (Mindtree) are advised to independently evaluate the open offer and take an informed decision."

Mindtree had earlier constituted a four-member independent directors committee, under the chairmanship of Apurva Purohit, to evaluate the open offer made by L&T to acquire 31 per cent of shares in the company. The committee was to take into consideration all aspects of the 'unsolicited offer', by looking into all the relevant facts, circumstances, related data and provide an informed view, keeping in mind the interest of all stakeholders in the company. "This committee will discharge the legal obligations placed on the independent directors under the prevailing regulations with respect to providing reasoned recommendations on the unsolicited offer by L&T," said the release.

With a delay in approvals from SEBI, the open offer was pushed by nearly a month from the original timeline. As per the newline, the open offer will commence on June 17 and will close on the 28th of the same month. Larsen & Toubro Limited is eyeing to acquire up to 5,13,25,371 equity shares representing 31 per cent of the voting equity share capital of the company through the open offer.

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