Viyash Scientific Limited · NSE:VIYASH
Viyash Scientific — SeQuent Scientific — Merger or Acquisition (December 2017)
16 slides from Viyash Scientific's merger presentation, Dec 26, 2017
Slide 1: NCLT Convened Meeting of Equity Shareholders
NCLT CONVENED MEETING OF EQUITY SHAREHOLDERS TUESDAY, DECEMBER 26, 2017
Slide 2: Background
Background On March 20, 2017, the Board of Directors (on recommendation of Restructuring Committee & Audit Committee), approved a draft Composite Scheme for De-merger of Human API business of SeQuent and Commodity API business of Strides Shasun Limited (Strides) to Solara Active Pharma Sciences Limi
Slide 3: Business case for moving API into a separate entity
Business case for moving API into a separate entity
Slide 4: Human APIs
Human APIs Strategic Focus Pre- 2013 2016-17 Moving Ahead • Spot business • Niche & regulated • De-merging Human API business business of SeQuent into a • Unregulated market new listed entity • Long term contracts & Focus on low volume, • Low margin profit sharing model • New entity to have select A
Slide 5: Rationale behind hiving off Human API
Rationale behind hiving off Human API SeQuent Scientific to become a pure-play Animal Health Company Focus on value creation in Animal Healthcare (Alivira) Having reviewed the strategic success in building Alivira as India's largest veterinary company with annual run-rate revenues of US$ 120 Mn (~₹
Slide 6: Evolution to a compelling B2B business
Evolution to a compelling B2B business Demerged the commodity API business of Demerged Human API business from SeQuent to Strides Shasun while retaining the captive APIs operate as Pure Play animal healthcare company for the formulations operations Expansion across the regulated markets with Organic
Slide 7: Solara Active Pharma Sciences
Solara Active Pharma Sciences Capabilities Infrastructure Orientation Research Compliance Complex chemistry 5 Globally compliant API Consciously favouring Pipeline of 30+ products Commitment to highest capabilities including facilities with all value over volumes under different stages levels of com
Slide 8: SeQuent post de-merger of Human API business
SeQuent post de-merger of Human API business Aiming to become a Top 10 Animal Health Company by FY22 Business Model Compliance and Standards • Capabilities and Scale with an • Strict adherence to global established business model standards of quality & compliance • Plans to enter new geographies • S
Slide 9: Scheme Details
Scheme Details 9
Slide 10: Salient Features of the Scheme
Salient Features of the Scheme Every shareholder of Strides will get 1 equity share of ₹ 10/- each of Solara for every 6 equity shares of ₹10/- each held by them in Strides. Every shareholder of SeQuent will get 1 equity shares of ₹ 10/- each of Solara for every 25 equity shares of ₹ 2/- each held b
Slide 11: Shareholding post de-merger
Shareholding post de-merger ESOP Trust Since Strides and SeQuent will not be 0% issuing any shares pursuant to the Scheme, there won’t be any change in shareholding in Strides and Sequent Non- Institutions 26% Based on shareholding of Strides and Promoters 36% SeQuent as on Sept 30, 2017, Solara, po
Slide 12: Progress made so far
Progress made so far June 29, 2017 – Solara received approval from the Competition Commission of India August 4, 2017 – NSE provides NOC for the scheme August 8, 2017 – BSE provides NOC for the scheme Based on an application made by SeQuent, National Company Law Tribunal, Mumbai Bench has directed a
Slide 13: Approval Sought
Approval Sought In accordance with the provisions of Sections 230-232 of the Companies Act, the Scheme of Arrangement shall be considered approved by the equity shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the members or class of members, a
Slide 14: Documents circulated with Notice
Documents circulated with Notice Scheme of Arrangement - Annexure 1; Joint Valuation Reports, enclosed as Annexure 2; Copy of the Fairness Opinion Report dated March 20, 2017 issued by Keynote Capital Services Limited, a SEBI Registered Merchant Banker, providing its opinion on the fairness of the v
Slide 15: Next Steps
Next Steps Post obtaining shareholders approval for the Scheme, a petition will be filed with NCLT, Mumbai for final scheme approval On receipt of final approval from NCLT (expected in the month of March 2018), Strides and SeQuent will fix record date for arriving at the entitlement of Solara shares
Slide 16: Thank You
Thank You
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