The Hindu Business Line : Pearl Organics gets HC nod to merge Wander with itself

PEARL Organics Ltd has received approval from the Mumbai High Court to proceed with its proposed scheme of amalgamation of Wander Pvt Ltd with itself, with the swap ratio fixed at 4:1.

The merger between the two companies will lead to the formation of a consolidated entity, `Wanbury Ltd', which will become an integrated pharmaceutical company offering bulk drugs and formulations under one roof.

Following the merger, the effective holding of the promoters of Wander Pvt Ltd in the merged entity would go up from an indirect holding of 46.6 per cent to 79.69 per cent. The management structure will remain unchanged. Mr K. Chandran shall continue to be on the board of directors of the company along with Mr K.R.N. Moorthy and Dr S.P. Adarkar. Mr Satnam Chawla, who currently heads the formulations business at Wander Pvt Ltd, would continue to do so in the merged entity.

A few more independent directors may be added to the board in the next few months, said the release.

"The approval for the merger puts us in a position to exploit the natural synergies that arise from merging the two businesses which complement each other. Wander markets one of the world's leading brands in Triaminic while Pearl is the world's second largest producer of Metformin with an export presence in over 40 countries," said the release, quoting Mr K. Chandran, Director, Pearl Organics.

Pearl Organics Ltd has an equity capital of Rs 7,21,61,360 consisting of 72,16,136 shares of Rs 10 each, fully paid up. This would be reorganised to Rs 3,60,80,680 by effecting a reduction of Rs 5 per share in the paid up value. Every two shares would be immediately and simultaneously consolidated and reduced to one equity share, thus bringing down the restructured equity capital of Pearl Organics in the new entity to Rs 3,60,80,680 comprising 36,08,068 equity shares fully paid up.

Shares held by Wander Pvt Ltd will stand reduced to 16,81,818 shares after the capital re-organisation and will be cancelled pursuant to the merger. Fresh equity shares aggregating 75,60,108 shall be issued to the promoters of Wander Pvt Ltd, i.e., Kingsbury Inc and Expert Chemicals Pvt Ltd in the ratio of 18 shares for every share held by them in Wander Pvt Ltd.

The merged entity is currently generating a top line of Rs 8 crore a month.