JM Financial Limited, the manager to the open offer has made public announcement for acquisition of up to 3,782,966 fully paid up equity shares of the face value of INR 10 each, representing 25.34% of the Voting Share Capital of Accelya Solutions India Limited ("Target Company") (as on the 10th working day from the closure of the tendering period for the Offer) from all the Public Shareholders of the Target Company by Aurora UK Bidco Limited ("Acquirer") together with Vista Equity Partners Perennial, L.P. ("PAC 1") and Vista Equity Partners Perennial A, L.P. ("PAC 2") (collectively "PACs"), as the persons acting in concert with the Acquirer ("Open Offer" or "Offer").
The offer price is INR 944.19 per Offer Share aggregating to a total consideration of up to INR 3,571,838,668 (assuming full acceptance) ("Offer Size"), subject to the terms and conditions.
The Acquirer has entered into a share purchase agreement with dnata, Warburg Pincus Private Equity XI LP, Warburg Pincus Private Equity XI-B LP, Estera Trust (Jersey) Limited and certain other institutional shareholders of Accelya TopCo (defined below) and individuals (together, "Sellers"), dated November 15, 2019 ("SPA"), pursuant to which the Acquirer has agreed to acquire 100% (one hundred percent) of the issued share capital of Accelya TopCo Limited ("Accelya TopCo") comprising 1,012,999 A1 Ordinary Shares of US$0.001 each, 1,814,968,031 A2 Ordinary Shares of US$0.000001 each, 184,513,774 A3 Ordinary Shares of US$0.000001 each, 172,368 B1-I Ordinary Shares of US$0.001 each, 205,292,702 B1-II Ordinary Shares of US$0.000001 each, 25,000 B2 Ordinary Shares of US$1.00 each, 247,340 C Shares of US$0.000001 each and 221,564,378 Preference Shares of US$0.001 each.
Accelya TopCo holds 100% of the issued share capital of Accelya Holdco Limited which in turn holds 100% of the issued share capital of Accelya Finco Limited. Accelya Finco Limited holds 100% of the issued share capital of Accelya Midco Limited which in turn holds 100% of the issued share capital of Accelya Bidco Limited. Accelya Bidco Limited holds 100% of the issued share capital of Accelya Holding World S.L.U. ("Accelya Holding World") which in turn holds 11,143,295 equity shares in the Target Company constituting 74.66% of the Voting Share Capital, and is disclosed as part of the promoter and promoter group of the Target Company. Thus, the transaction contemplated by the SPA will result in an indirect acquisition of the majority of the voting rights in and control over the Target Company by the Acquirer (the "Underlying Transaction").
Shares of Accelya Solutions India Ltd was last trading in BSE at Rs.1195.5 as compared to the previous close of Rs. 1069.35. The total number of shares traded during the day was 11981 in over 1626 trades.
The stock hit an intraday high of Rs. 1247 and intraday low of 1140. The net turnover during the day was Rs. 14400781.