The Saroj Poddar-led Adventz Group, which is leading a counteroffer to buy shares of Mangalore Refinery And Petrochemicals Ltd, will be entitled to a board seat in the fertiliser firm currently controlled by Vijay Mallya if its offer succeeds, according to its pact with Mallya's UB Group.
Vijay Mallya will continue to be chairman of the Mangalore Refinery board for at least five years from the date of completion of the competing offer while the Adventz Group would exercise its voting rights in accordance with prior written instructions of the UB Group, said a public statement on Wednesday.
Zuari Fertilizers and Chemicals, the Goa-headquartered company owned by Adventz, last week announced a counter open offer to buy 26% in MCF at a higher price than a rival offer from Pune-based Deepak Fertilizers, which is looking to gain control of Mallya's firm. Three companies of the UB Group are acting in concert with Zuari.
“The UB Group shall continue to be entitled to appoint three directors on the board as provided in the Articles. Upon completion of the offer, the Adventz Group shall be entitled to appoint one director on the board,” said the detailed public statement. The agreement also provides for the two groups to equalise their shareholding through creeping acquisitions besides a right of first refusal in relation to any sale, assignment, transfer or disposition of the shares to a third party.