Whirlpool To Acquire Elica PB
Whirlpool of India Limited (Company) has informed that the board of directors of the company at its meeting approved the acquisition of 49% of the issued and paid-up share capital of Elica PB India Private Limited and accordingly the Company has executed the Share Purchase Agreement in this regard.
|Name of the target entity, details in brief such as size, turnover etc.||Name: Elica PB India Private Limited (“Elica India”) Paid up share capital: INR 4.83 Cr. Turnover as at 31st March 2017: INR 138 Cr|
Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired?
If yes, nature of interest and details thereof and whether the same is done at “arms’ length”?
|The Ultimate Holding Company of the Company (i.e., Whirlpool Corporation) holds 12.5% shareholding in Elica S.p.A. (Parent Company of Elica India). Part of the shares proposed to be acquired by the Company, pursuant to the transaction, will be from Elica S.p.A. The transaction is at Arm’s Length basis|
|Industry to which the entity being acquired belongs||Elica India is engaged in the business of manufacturing and trading of a variety of kitchen equipment such as hobs, kitchen hoods, ovens, dishwashers etc.|
|Objects and effects of acquisition (including but not limited to, the disclosure of reasons for the acquisition of target entity, if its business is outside the main line of business of the listed entity).||The acquisition is aligned with the Company’s strategy of expanding cooking and built-in business.|
|Brief details of any governmental or regulatory approvals required for the acquisition. ||The parent companies of both the Indian entities will be filing for regulatory approvals outside India.|
|The indicative time period for completion of the acquisition||Approx. 8 weeks, subject to fulfilment of condition precedents.|
|Nature of consideration - whether cash consideration or share swap and details of the same.||Cash.|
|Cost of acquisition or the price at which the shares are acquired||Approx. INR 180 Cr.|
|Percentage of shareholding/control acquired and/or the number of shares acquired.||49% shareholding of Elica India consisting of 2,368,997 equity shares of INR 10 each.|
|Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, a country in which the acquired entity has a presence and any other significant information (in brief).|
Products/line of business of Elica India – Elica India is in the business of manufacturing and selling kitchen equipment such as kitchen hoods, hobs, built-in ovens, refrigerators, built-in microwave ovens, dishwashers, barbecue fryers, kitchen sinks, and waste disposers (the “Business”). Elica India divides its Business into two broad heads, namely, manufacturing and trading, depending on whether the products are manufactured by it or imported by it as finished goods and then sold by Elica India. Elica India deals in the following categories of products: (i) barbecues; (ii) cooktops; (iii) cooking ranges; (iv) dishwashers; (v) faucets; (vi) fryers; (vii) kitchen hoods; (viii) ovens; (ix) refrigerators; and (x) sinks.
Elica India was incorporated on 16 April 2010 in India in the State of Maharashtra having CIN: U29300PN2010PTC136095.
History of last 3 years turnover: 31st March 2017: INR 138 Cr. 31st March 2016: INR 112 Cr. 31st December 2014: INR 81 Cr.
Any other significant information – Attached As Annexure B