Under the Sebi takeover code, any acquisition of 15% or more triggers an open offer and the acquirer needs to make an offer for at least another 20% of the target company. Once the open offer is triggered, Maran will have to pay the highest price (Rs40 per share) or the lowest price (Rs25 per share) to the stakeholders. To the public shareholders, however, he will have to shell out Rs57 per share (average of the high and low of the last 26 or two weeks, whichever is higher, before the date of acquiring the shares).
But what is baffling industry experts is Ross’s move to sell his stake at Rs40 per share when he could get a better price by selling in the open market, considering the aviation industry is bouncing back and the stocks are likely to perform well. Also, SpiceJet recorded a profit of Rs61.4 crore last fiscal and analysts estimate it would make a profit of around Rs100 crore in FY11, making its valuation attractive.
“Maran could have bought the stake of Goldman Sachs, Istithmar and Kansagra and triggered an open offer and Ross could have then sold his stake through the open market, fetching a higher price of Rs57 per share instead of the speculated Rs40 per share,” said an analyst with a domestic research firm.
A theory doing the rounds is that Maran would have paid Ross an undisclosed amount over and above the Rs40 per share mark, which is not accounted for. However, if this happens, there is high risk involved —- under the Sebi takeover code, if Maran has paid a non-compete fee to the promoter, then Sebi can charge him 25% over and above the price determined by it. Though Ross is not a promoter, Sebi might interpret him as one as he holds a large stake in the company.
An analyst with an international research firm said it is likely Maran and Ross are hand in glove in the takeover plan.
That still leaves the fundamental question open —- what brings Maran here?
“We see no purpose behind his interest in the Indian aviation industry. While this might seem like the right time to enter this space as it is buoyant, there is hardly any synergy to strike between Maran’s media business and aviation,” said the analyst with the domestic research firm.
