SEBI smells open offer possibility in Voda-Idea merger

The Securities and Exchange Board of India (Sebi) is considering the possibility of an open offer under the takeover rules regarding the proposed merger of India’s leading telcos Vodafone India and Idea Cellular.

Reportedly, SEBI has also asked for clarifications about Pilani Investment and Industries Corp buying 8.2 million Idea shares before making an official announcement about possible merger.

Pilani Investment and Industries Corp is a part of the Aditya Birla Group, which owns Idea Cellular.

The resulting entity after the merger would have Vodafone holding a 50% stake initially, while the rest would be distributed amongst Aditya Birla Group (21.1%) and and public shareholders (28.9%).

After some time, Vodafone will divest a 4.9% stake to the Aditya Birla Group, making it the owner of 26% stake, which would make an open offer possible.

As per the takeover rules, if an entity acquires 25% of a listed firm, it has to make an open offer for an additional 26% from public shareholders.

"Sebi's concern, which it expresses in cases like these, is the possibility of such a merger bypassing the takeover regulations," Sandeep Parekh, founder of Finsec Law Advisors, told ET. "Where nearly half the shareholding is moving into another set of hands and with a movement from sole to joint control, usually SEBI sees a court-approved process as a means to bypass shareholders' exit rights. They will then either ask for an open offer to be made or oppose the merger in court."