Devyani International Limited (DIL) announced an amendment to its merger scheme with Sapphire Foods India Limited (SFIL). The change follows the termination of a share purchase agreement (SPA) between SFML and Arctic International Private Limited for a secondary sale transaction. This termination removes a condition precedent for the merger’s effectiveness, allowing the amalgamation process to proceed.
Merger Scheme Update
Devyani International Limited (‘DIL’ or ‘the Company’) has informed stakeholders about an amendment to its ongoing merger scheme with Sapphire Foods India Limited (‘SFIL’ or ‘Transferor Company’). The adjustment is a direct consequence of the termination of a share purchase agreement (SPA) between Sapphire Foods Mauritius Limited (‘SFML’) and Arctic International Private Limited (‘Arctic’).
Termination of Secondary Sale Transaction
The SPA, which was part of a secondary sale transaction involving approximately 18.5% of SFIL’s equity share capital, has been terminated by mutual agreement between SFML and Arctic. This termination means the secondary sale will no longer take place. As a result, DIL has amended the merger scheme and the merger framework agreement to remove the consummation of this secondary sale transaction as a condition precedent to the merger’s effectiveness.
Impact on Merger Process
DIL clarifies that these changes will not impact the shareholders of either the Transferor Company or the Transferee Company. The merger process is expected to continue as planned, subject to the necessary regulatory approvals. The share exchange ratio and other core terms of the scheme, as initially approved, remain unchanged. The company has also revised the post-Scheme shareholding pattern of the promoter/promoter group to reflect this development.
Shareholding Changes
The document provides updated pre- and post-scheme shareholding details for DIL. For the Transferee Company (DIL), the Promoter & Promoter Group’s pre-Scheme shareholding was 61.37% (75,66,02,190 shares of Re. 1/- each), reducing to 41.99% (75,65,61,690 shares of Re. 1/- each) post-Scheme. Public shareholders’ stake will increase from 38.63% to 58.01%. For the Transferor Company (SFIL), the Promoter & Promoter Group held 26.07% (8,37,78,225 shares of Rs. 2/- each) pre-Scheme, while Public Shareholders held 73.93% (23,76,04,680 shares of Rs. 2/- each) pre-Scheme.
Source: BSE
