OPEN OFFER OF FORTIS

Reg. Open Offer for Fortis Healthcare Limited

The investors and shareholders of the company are suffering a lot because of the delaying in completion of the above offer. The offer announced on July 13, 2018 was originally to be completed and investors would have received their payments by October 16, 2018. This date was subsequently revised to January 15, 2019. However there seems to be an indefinite delay in completion of the offer. The Merchant bankers have issued an Announcement dated December 15, 2018 Stating :

“The Equity Shareholders are requested to note that, on December 14, 2018, the Honorable Supreme Court of India has passed an order in the matter of Mr. Vinay Prakash Singh v. Sameer Gehlaut & Ors., whereby they have issued the following direction: “Status quo with regard to sale of the controlling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained”. In light of the above, the Acquirer and PACs will not be able to proceed with the Open Offer as per the timeline set out in the “Schedule of Major Activities of the Offer” contained in page 3 of the LOF. Once further order(s)/ clarification(s)/ direction(s) are issued by the Honorable Supreme Court of India and/ or SEBI, the Acquirer and PACs will decide on the next steps and the Equity Shareholders will be intimated accordingly”

You are requested to act immediately to protect the interest of the investors and issue necessary clarifications and directions to Merchant bankers/ Acquirer to complete the Offer formalities at the earliest. If so thought fit you may kindly seek clarifications form the Hon’ble Supreme Court. The points to be noted here are:

1.       The order is not any way restrains the Open Offer.  The SC order says  “Status quo with regard to sale of the controlling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained”.    By the Open offer the investors are not selling any CONTROLLING STAKE.

2.      The Open offer was triggered on July 13, 2018 when the Acquirers agreed  to acquire 31.1% shares in the target company. There have been several court rulings which said that actual acquisition may or may not be done but the fact of Agreeing to acquire is what triggers the Open offer.  This AGREEMENT  to acquire cannot be denied.

3.      CONTROLLING STAKE  has already been sold. The SC has not cancelled it but rather asked to maintain the STATUS QUO.

4.      This Open offer is a mandatory legal compliance and cannot be wished away. The Acquirers will have to complete this offer.

5.      The shareholders and small investors have been suffering a lot due to the notorious management and have seen the value erosion in their shares from 226.80 on May 2, 2017 to the current level of 135. If the Acquirers –IHH are not allowed to complete the Open offer the value will erode much further.

For the period of delay, the acquirer must be directed to pay adequately compensate the shareholders by paying interest at least @ 10% p.a.