Karachi May 25 2023: The Searle Company Limited Board of Directors approve acquisition of Searle IV Solutions and Steller Ventures for total consideration of PKR 7.2 Billion to be funded by Right issuance of 31.13% at a premium of PKR 25 per share and adjustment against receivables.
Acquisition of Searle IV Solutions (Private) Limited
In continuation of the authorization granted by the Board of Directors of The Searle Company Limited to, inter alia, explore the feasibility / viability of potentially investing in / acquiring a company involved in the business of IV Solutions, at the meeting of the Board held at 12:00 p.m. on Thursday, May 25, 2023, the Board provided their approval for the acquisition of 100% (one hundred percent) of the issued and paid up share capital of Searle IV Solutions (Private) Limited (being an associated company of the Company) for an aggregate price of PKR 3,500,000,000/- (Pak Rupees Three Billion Five Hundred Million), subject to obtaining necessary corporate and regulatory approvals, including the approval of the shareholders of the Company under Section 199 of the Companies Act, 2017.
Acquisition of Stellar Ventures (Private) Limited
Further, On October 3, 2022, the Board resolved, inter alia, to acquire 100% (one hundred percent) shareholding of Stellar Ventures (Private) Limited ("SVPl") from Universal Ventures (Private) Limited (a related party of the Company) at a valuation to be determined and negotiated on an arm's length basis by the Company, which would be adjusted against the Company's receivable balance due from UVPl, subject to valuation and obtaining shareholder approval.
Pursuant to the above, upon carrying out such valuation and negotiations, at the Board Meeting, the Board provided their approval for the acquisition of 100% (one hundred percent) of the issued and paid up share capital of SVPl (being an associated company of the Company) for an aggregate price of PKR 3,750,407,053/- (Pak Rupees Three Billion Seven Hundred Fifty Million Four Hundred Seven Thousand Fifty Three), which amount shall be adjusted against a part of the Company's receivable] balance due from UVPl , subject to obtaining necessary corporate and regulatory approvals, including the approval of the shareholders of the Company under Section 199 of the Companies Act, 2017.
Declaration of Right Shares
Furthermore, at the Board Meeting, the Board of Directors of the Company have decided to increase the paid-up share capital of the Company by issue of a further 121,428,571 (One Hundred Twenty One Million Four Hundred Twenty Eight Thousand Five Hundred Seventy One) ordinary shares, having face value of PKR 10/- (Pak Rupees Ten) each, as Right Shares, to be offered to the members of the Company in the proportion of approximately 31.1302746 Right Shares for every 100 ordinary shares held i.e. approximately 31.1302746%, at a price of PKR 35/- (Pak Rupees Thirty Five) per Right Share (inclusive of a premium of PKR 25/- (Pak Rupees Twenty Five) per Right Share).
The dates of closure of the Share Transfer Books of the Company, to determine the entitlement of Right Shares, will be communicated in due course after finalization of the offer letter / document in accordance with the provisions of the Companies (Further Issue of Shares) Regulations, 2020.
Additionally, the Board resolved to authorize the persons to take all necessary steps with respect to the said transaction, including to call an extraordinary general meeting of the shareholders of the Company for the purpose of, inter alia, obtaining the approval of the shareholders for such acquisition. Further details of the same shall be provided in due course.