HLL Shareholders Approve Merger Of IBL With HLL

HLL shareholders present and voting at the Court-convened meeting on June 22, 2001, supported the merger proposal as follows: the merger was approved by shareholders, representing 97.81% of the shareholders present and voting at the meeting and holding 112,58,96,540 shares, representing 99.99% of the value of shares on which the poll was held.

They also approved the share exchange ratio of two (2) fully paid shares of Re.1/- each of HLL for every three (3) equity shares of Rs.10/- each of IBL, relevant in respect of IBL’s 16.64% shareholding held by the public. The balance 83.36% held by HLL will be cancelled.

On June 21, IBL shareholders had approved the merger at their Court-convened meeting as follows: the merger was approved by shareholders, representing 95.76% of the shareholders present and voting at the meeting and holding 49,81,638 shares, representing 99.99% of the value of shares on which the poll was held.

The Boards of HLL and IBL had approved the merger on April 24, 2001. The merger, to be effective from July 1, 2001, now awaits statutory clearances.

After the acquisition/ merger of Bestfoods USA with Unilever in October 2000, Unilever Group came to acquire through Bestfoods USA 75.38% shareholding in IBL.

In October 2000, HLL acting in concert with Unilever made an open tender offer for the remaining 24.62% of the IBL equity at a price of Rs. 173.00 per share in order to comply with the requirements of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997. In response to this open tender offer, only 7.99% shareholding was tendered. Consequently the Group shareholding in IBL post this open tender offer rose to 83.36% of which 75.38% was held by Bestfoods USA and 7.99% held by HLL.

There had been a change inter se the promoters and the entire shareholding held by Bestfoods USA constituting 75.38% had been transferred by Best Foods USA to HLL as of April 21, 2001. With this the shareholding of HLL in International Bestfoods has become 83.36%. The Group shareholding at 83.36% remains unchanged. For sale and transfer of these shares, HLL had paid to Bestfoods USA a total consideration of Rs.57,75,66,948/- worked out on the basis of Rs.131/- per share as approved by the Reserve Bank of India.

Consequent to the amalgamation, this 83.36% shareholding will get cancelled, and 6,48,723 shares of Re.1 each will be allotted by HLL to the remaining 16.64% shareholders of IBL. These additional shares constitute a mere 0.03% of HLL’s equity.