USL's Independent Directors Committee Terms Diageo Offer Fair

United Spirits today said its committee of independent directors has recommended as "fair and reasonable" Diageo's Rs 11,448.91 crore open offer to acquire an additional 26 per cent stake in it.

"Committee of independent directors is of the opinion that the offer price to the shareholders of the target company is in compliance with the requirements of the takeover code and is fair and reasonable," United Spirits Ltd (USL) said in a filing to the BSE.

Last month, Diageo Plc, the world's largest liquor maker, made a Rs 11,448.91 crore offer to public shareholders of United Spirits Ltd to acquire an additional 26 per cent stake, its second attempt to gain majority control in India's number one alcoholic beverages firm.

Diageo will pay Rs 3,030 per USL share, more than double the price of Rs 1,440 offered in the previous bid last year.

The company said the committee took into consideration the premium of 18.49 per cent that the offer price represented over the closing price of USL shares on April 11, 2014, a day before the open offer was made public.

It said independent advisors Citigroup Global Markets India was also of the opinion the offer price is fair from a financial point of view to the company's public shareholders.

The offer for 3,77,85,214 USL shares, being made through Relay BV, a wholly owned indirect subsidiary of Diageo, is another attempt by the company to increase its stake beyond 50 per cent in the flagship firm of Vijay Mallya-led UB Group.

If the offer is fully subscribed, Relay will hold 54.78 per cent of USL's issued share capital and will have paid about Rs 18,023.14 crore for its total shareholding in USL.

Relay currently holds 28.78 per cent of USL's issued share capital, acquired for Rs 6,574.22 crore.

Diageo, which sells brands such as Smirnoff vodka and Johnnie Walker whiskey, had announced in 2012 it would pick up a 53.4 per cent stake in USL in a multi-structured deal for a total of Rs 11,166.5 crore.

The open offer Diageo made in April last year met a lukewarm response from shareholders of USL, India's top spirits maker with brands including Signature, Bagpiper, Antiquity and Royal Challenge, and it picked up a 25.02 per cent stake for Rs 5,235.85 crore.

United Spirits shares today closed at Rs 2,841.40 on the BSE, down 0.27 per cent.