Fairfax to launch open offer for remaining TCIL stake

May 23 2012, 02:25 IST
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SummaryCanada’s Fairfax Financial Holdings, which has purchased Thomas Cook Group’s 76.81% stake in travel and forex services company Thomas Cook India, will launch an open offer for the remaining stake at R65.48 a share.

Canada’s Fairfax Financial Holdings, which has purchased Thomas Cook Group’s 76.81% stake in travel and forex services company Thomas Cook India (TCIL), will launch an open offer for the remaining stake at R65.48 a share.

This will be a 31% premium to the sale price agreed by Thomas Cook and a 7% premium to TCIL’s share price on the BSE on Monday, a day before the announcement.

According to the new takeover code, companies need to make an open offer for 26% of the company’s outstanding shares, once the open offer is triggered by crossing the 25% threshold. As such, should all minority shareholders tender their shares in the open offer, the public holding would be reduced to zero.

“It is difficult to say whether the company will be delisted,” TCIL’s managing director Madhavan Menon told FE. “The structure of the deal is yet to be completed.”

The price, which will benefit minority shareholders, is in line with market watchdog Sebi’s norms which stipulate that the open offer price should be the average share price of the stock for the past 26 weeks. In a statement to the BSE, TCIL said it will announce details of the open offer on May 28.

The Canadian company announced late on Monday that its subsidiary in Mauritius, Fairbridge Capital, will pay R817 crore to acquire TCIL. The all-cash transaction will be carried out at a price of R50 per share, an 18% discount to TCIL’s share price on Monday. However, TCIL’s share price has rallied sharply since the initial announcement was made in February that the company was looking for new owners. The launch of the sale process was announced on February 8 and will be completed within a year.

“We are happy with the new management and are keen to grow the company with their support,” he added. The new owners of TCIL will be allowed to use the Thomas Cook brand till 2025. “We look forward to a seamless ownership transition under the continued leadership of Madhavan Menon and his excellent team,” said Prem Watsa, the Indo-Canadian chairman and CEO of Fairfax Financial.

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