Background
Background of Suven Pharmaceuticals Limited
Suven Pharmaceuticals Limited, a company incorporated on 6th November 2018 under the Companies Act, 2013 in Telangana State was carved out as a Resulting Company under the Scheme of Arrangement (Demerger) between Suven Life Sciences Limited and Suven Pharmaceuticals Limited. By the Order dated 6th January, 2020 of Hon’ble National Company Law Tribunal (NCLT) Hyderabad Bench, Telanagana State, the Contract Research And Manufacturing Services (CRAMS) business undertaking was transferred to Suven Pharma as a going concern from Suven Life Sciences Limited and got its equity shares listed on NSE & BSE w.e.f. 9th March, 2020 as per the Scheme. The Demerger enabled the management of Suven Pharma to facilitate focused growth, operational efficiencies, business synergies and increased operational and customer focus in relation to the CRAMS business now rechristened as CDMO business.
Suven Pharmaceuticals Limited, a company incorporated in November 2018, has become Wholly Owned Subsidiary of Suven Life Sciences Limited, effective February 2019.
Suven Life Sciences Limited, post the Board meeting on February 5, 2019, announced demerger of Suven Life Sciences Limited into:
Suven Life Sciences Limited, the demerged entity, to continue innovative research focused on Central Nervous System (CNS) disorders to meet huge unmet global medical needs.
Suven Pharmaceuticals Limited, the resultant entity, to continue the CRAMS business operations.
The Scheme of Arrangement has since been approved by the Hon’ble National Company Law Tribunal (NCT), Hyderabad bench vide its order on 6th January 2020.
SYNOPSIS OF THE SCHEME OF ARRANGEMENT
Pursuant to the Scheme of Arrangement between Suven Life Sciences Limited (‘Demerged Company’), Suven Pharmaceuticals Limited (‘Resulting Company’) and their respective shareholders and creditors, duly approved by the Hon’ble National Company Law Tribunal (NCLT), Hyderabad Bench, vide its Order dated 06th January, 2020, the Demerged Undertaking (as defined in the Scheme) of the Demerged Company has been demerged from Suven Life Sciences Limited and the same has been transferred to and vested in Suven Pharmaceuticals Limited with effect from 1st October, 2018, being the Appointed Date fixed in the said Scheme of Arrangement.
The Scheme, has become operative from the Appointed Date i.e., 1st October, 2018, but has become effective on 9th January, 2020 being the date on which certified copies of the Order of the NCLT, Hyderabad Bench sanctioning the Scheme was filed with the Registrar of Companies, Hyderabad, Telangana, both by the Demerged Company and Resulting Company.
Rationale of the Scheme:
The Demerged Company is inter alia engaged in two business verticals, namely: The Contract Research and Manufacturing Services Undertaking (CRAMS) and the Discovery Research Undertaking. In order to segregate the Contract Research and Manufacturing Services Undertaking with that of Discovery Research Undertaking, it is intended to demerge the Contract Research and Manufacturing Services Undertaking on a going concern basis into its wholly owned subsidiary with a resultant mirror image shareholding.
The demerger, transfer and vesting of the Contract Research and Manufacturing Services Undertaking on a going concern basis to the Resulting Company would result in better and efficient control and management for the segregated businesses and promote their growth. Further, it would also result in the following benefits:
- The demerger would facilitate focused growth, operational efficiencies, business synergies and increased operational and customer focus in relation to the Contract Research and Manufacturing Services Undertaking in the Resulting Company and the Discovery Research Undertaking in the Demerged Company. The demerger would thus provide a platform for having a concentrated approach towards development of the respective business verticals.
- Focused business approach for the maximization of benefits to all the shareholders and opportunities for growth.
- Operational rationalization, organization efficiency and optimum utilization of various resources.
- Ability to leverage financial and operational resources of each business.
- Each business would be able to address independent business opportunities, pursue efficient capital allocation and attract different sets of investors, strategic partners, lenders and other stakeholders.
- The proposed demerger will enhance value for shareholders and allow a focused strategy in operation of the respective business verticals which would be in the best interest of the Demerged Company and the Resulting Company, shareholders, creditors and all persons connected therewith.
- The segregation is also expected to unlock the value of the business verticals of the Demerged Company.
Upon this Scheme becoming effective:
- The Resulting Company shall, without any further application or deed, issue and allot equity shares credited as fully paid-up, to the extent indicated below, to the members of the Demerged Company, holding fully paid up equity shares in the Demerged Company and whose names appear in the Register of Members & in depositories of the Demerged Company on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as may be recognized by the Board of Directors of the Resulting Company in the following manner (“Share Exchange Ratio”):
- Issue of shares of the Resulting Company to the Equity Shareholders of the Demerged Company:
- “1 (One) fully paid up Equity Share of INR 1/- (Rupee One only) each of the Resulting Company shall be issued and allotted for every 1 (One) fully paid up equity share of INR 1/- (Rupee One only) each held in the Demerged Company”
- subject to compliance with requisite formalities be listed and/or admitted to trading on the relevant stock exchange(s) where the existing Equity Shares of the Demerged Company are listed and/or admitted to trading.
- The equity shares shall be issued in dematerialized form to those shareholders who hold shares of the Demerged Company in dematerialized form, into the account in which the Demerged Company shares are held or such other account as is intimated by the shareholders to the Demerged Company and / or its Registrar before the Record Date.
- All those shareholders who hold shares of the Demerged Company in physical form shall receive the equity shares in dematerialized form provided the details of their account with the Depository Participant are intimated in writing to the Demerged Company and / or its Registrar before the Record Date.
- Upon the Scheme being effective, the Authorized Share Capital of the Demerged Company amounting to INR 20,00,00,000/- (Rupees Twenty Crore only) comprising of 20,00,00,000 equity shares of INR 1/- each, shall be transferred to the Resulting Company without payment of any additional fees, duties and taxes as though the same has already been paid. The authorised share capital of the Resulting Company will automatically stand increased by the said amount, as on the Effective Date, without any further act or deed.
- The Resulting Company shall, if and to the extent required to, apply for and obtain any approvals from the concerned regulatory authorities including the Reserve Bank of India, for the issue and allotment of equity shares by the Resulting Company to the nonresident equity shareholders of the Demerged Company, if any. The Resulting Company shall comply with the relevant and applicable rules and regulations including the provisions of Foreign Exchange Management Act, 1999, to enable the Resulting Company to issue and allot equity shares to the non-resident equity shareholders of the Demerged Company on the Record Date.
- The equity shares of the Resulting Company allotted pursuant to the Scheme shall remain frozen in the depositories system till listing and trading permission is given by the Stock Exchange(s). There shall be no change in the shareholding pattern or control in the Resulting Company between the Record Date and the listing which may affect the status of approvals received from the Stock Exchange(s).
- Upon the Scheme becoming effective and upon the issue of shares by the Resulting Company in accordance with Clause 6.1 of the Scheme, the existing 1,00,000 equity shares of INR 1/- each of the Resulting Company held by the Demerged Company, as on the Effective Date, shall without any application or deed, stand cancelled without any payment.
Note: More information will be updated in this website in due course of time.
Note: More information will be updated in this website in due course of time.