Texmaco seals takeover battle for Kalindee Rail, ups stake to 49% with open offer

Saroj Poddar-led Adventz Group’s Texmaco Rail and Engineering Ltd has won the takeover battle with Jupiter Metal for public listed Kalindee Rail Nirman Engineers Ltd, with the acquisition of 12.43 per cent equity stake in its open offer, which closed early this month. It had made a competing offer to Jaipur-based Om Kothari Group controlled Jupiter Metal’s takeover bid.

Delhi-based Kalindee Rail is engaged in railway signalling, telecommunication and track laying and related civil work, including railway electrification. It offers services such as railway signalling installation service, railway track gauge conversion service and road work service.

Jupiter Metal managed to buy just 0.5 per cent stake in its own conditional open offer. It had offered Rs 70 a share which was later trumped by Texmaco’s offer of Rs 71 a share. Texmaco had revised its open offer price to Rs 71 a share from Rs 68 it offered earlier in its competing bid.

In July, Jupiter Metal launched a voluntary and conditional open offer to buy 30 per cent equity stake in Kalindee Rail at an offer price of Rs 65 a share, after the board of Kalindee Rail decided to raise money by way of issue of equity or warrants on preferential basis.

Soon thereafter, Kalindee Rail's board gave its nod for sale of a 24.9 per cent stake via preferential allotment to Texmaco in what was seen as a move to bring a white knight to counter the hostile takeover by Jupiter Metal.

Later Texmaco also entered into an agreement to buy almost all of the promoters holding of over 11 per cent.

Texmaco and Jupiter Metal got into a bidding war after Jupiter Metal raised the offer price to Rs 70 per share from Rs 65 per share proposed earlier. On the other side, Texmaco also revised the offer price to Rs 71 per share from Rs 68 per share earlier.

ICICI Securities managed the offer on behalf of Texmaco, while Ashika Capital Ltd was the manager to the offer of Jupiter Metal.

With the completion of the open offer Texmaco now has 49.07 per cent stake in Kalindee Rail. Texmaco has shelled out around Rs 53 crore to buy near majority stake in the Delhi-based company.

(Edited by Joby Puthuparampil Johnson)

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