Not surprised to hear shocking views of JR Varma on ‘Open Offer’ in context of Buy-out in this continuing Satyam Saga

I for one,was not surprised to hear the shocking views on revising the ‘ Open Offer’ Pricing guidelines of JR Varma…He is an ex-SEBI Member and had also headed their Corporate Governance Committee…..He is clearly building up the ground for the Government to direct SEBI to do exactly just this to facilitate Larsen

Mr Varma,was quite forceful in stating on CNBC 18 today that the  current pricing parameters for the mandatory ‘ Open Offer’ to remaining shareholders by the acquirer,once he buys 15% of the company’s equity should be revised….It is unfair,he states, that the acquirer has to pay the average of the last 26 weeks share prices…This parameter was created to protect Minority Shareholders and also that there was some level of distrust on the fairness and authencity of pricing in Share Markets…but for liquid shares,like Satyam,Mr Varma,is of the opinion that the Current Prevailing Market Price can serve as the basis

Mr Varma,you are clearly and perhaps deliberately missing the point here…Larsen made a mistake and then averaged Satyam…Mr Naik of Larsen has been openly canvassing for political,bureacratic and institutional support  in buying out Satyam as also tweaking the SEBI ‘Open Offer’ pricing parameters…Clearly ,Mr Varma,you are supporting this move….Are you being Led here ? or do you heart of hearts believe that SEBI Takeover Norms should be revised !?

The Point also here is ‘Insider Trading’…was Larsen Privy to some clear assurances from the government on both,issues of Legal protection from class action lawsuits in USA against Satyam and dilution of ‘Open Offer’ Pricing Formula ?….after which Larsen went ahead on January 23,2009,exactly just a month after it had began it’s disastrous 3.95% buying of Satyam shares at @ Rs 175,and picked up another 8% stake at Rs 40+…it now holds just above 12% in Satyam at an average of @ Rs 80 and is awaiting SEBI to dilute a key pricing parameter for the ‘Open Offer’ before it goes ahead and buys another 3% to trigger the ‘Open Offer’

Corporate Governance dictates that there should be full Transperancy  and a level Playing Field for all Investors…..Clearly some know more than the rest of us and are acting on it !

Many are making a mockery of many Issues here and taking a high Moral Ground….Trying to  shove a deliberately planned tweaking of the ‘Open Offer’ guidelines down our throats will only add to further distrust and disillusionment in the ‘Powers’ that are….It will be reverting back to a short sighted vision

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Ashish Dhavan of Chrys Capital appears on NDTV Profit and calls Larsen Courageous for it’s aggressive pursuit of Satyam!… Really Ashish!?

Knowing  how Ashish Dhawan, of Chrys Capital,cornered Suzlon shares (even became it’s Director !), with Ajay Relan of Citicorp as an ally and later sold off  some part to Government of Singapore… all at a dirt cheap placement price and all done before the Suzlon IPO, I was not really surprised at what he just came and said on NDTV Profit today on Larsen’s Bid for Satyam… I had blogged earlier on these Suzlon placements… Check out http://www.gauravblog.com/?p=393 

Ashish Dhavan thinks Larsen is courageous in aggressively pursuing Satyam when all others are concerned with the risks !… Ashish,should we not be concerned with the risks !,especially when they are clearly in the high risk category ?… or, like you possibly had in Suzlon, and in your gameplan, made a killing of Thousands of Crores at the expense, I daresay, of Indian Investors, do you too, like perhaps Larsen does, have some price sensitive Inormation on Satyam’s contingent liabilities, that we do not !?… On what basis are you defending Mr A M Naik and Larsen in their bid for Satyam !?… they’re, in all probability, merely trying to save face on a ‘mistake’, probably by making another one ! 

Is Larsen Courageous or Foolish in increasing it’s stake to 12% in Satyam? Check an earlier blog on this.

Larsen’s CMD, Mr A M Naik tries to justify increasing stake to 12% in Satyam

This is a gist of the Conference call that Larsen organised today to justify and clarify the 12% stake in Satyam

  • L&T management clearly stated that L&T is no longer just an E&C company. It’s businesses span a range of activities in manufacturing as well as services, including heavy engineering, manufacturing,  power, process engineering and financial, IT and engineering services.
  •  L&T Infotech, with revenues of US$400mn in FY08, has been in the IT services business for 10 years and hence, the acquisition of a stake in Satyam is not an unrelated diversification for L&T.
  • L&T acquired the 1st tranche of 3.95% stake in Satyam after the announcement and subsequent cancellation of the proposed acquisition of Maytas Infra and Maytas Properties by Satyam, but before the news of fraud by Ramalinga Raju was announced. The average market price of Satyam at which the stake was acquired was Rs 174/share.
  • The 2nd round of acquisition of ~8.09% was completed on January 23, 2009 at an average price of Rs 34.share. L&T now holds a 12.04% stake in Satyam, at an average price of Rs80/share.
  • The initial stake was acquired with an intention to form a strategic alliance with Satyam for targeting clients jointly, especially in areas where L&T Infotech and Satyam were competitors.
  • On disclosure of the fraud by the ex-Chairman of Satyam, L&T decided to increase its stake with a view to preserve the value of the already acquired stake and to have a say in any major action the new Board of Satyam would decide about the company’s future
  • L&T’s decision to acquire the additional stake was based on its assessment (and feedback from various stakeholders in Satyam) of Satyam’s demonstrated track record, trained manpower and valuable client relationships.
  • L&T believes that major clients are unlikely to terminate contracts for two reasons – one, most clients are satisfied with Satyam’s services and would likely continue if issues of governance etc are addressed wby the new Board and two, the prohibitive costs of transition to new vendors.
  • L&T’s decision to increase its stake was also in part, influenced by the knowledge gained that Satyam did not have any debt on its books and all its properties were mortgage free and that Satyam has in its possession, 250 acres of land with clear titles.
  • On potential/contingent liabilities, L&T management is reasonably confident of no material impact of the UPaid case on Satyam. However, the management is yet to assess the impact, if at all, the class action suits filed against Satyam in the USA.
  • L&T has acquired the 12.04% stake in Satyam through L&T Capital, which is the designated vehicle for acquisition of all such strategic stakes.
  • The other strategic acquisitions made by the company in the recent past include NIIT Technologies (~5% stake to access markets in Europe where NIIT has a strong presence) and Kalindee Rail Nirman Engineers (~14.5%, to leverage Kalindee’s capabilities in EPC and allied services for Railways).
  • The management clarified that the Satyam acquisition, being strategic in nature, L&T Capital will not be providing for any MTM losses in its books.
     

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Larsen Desperate to Save Satyam !..to save itself !

On January 9,2009 I had blogged that Larsen has jumped the Gun in Investing in Satyam and has lost over 85% and over Rs 300 crs in just two days after Ramalinga Raju’s confession on January 7,2009

Check it out again.Click on http://www.gauravblog.com/?p=431

I had even suggested a possibility that Larsen had picked up the Satyam Promoters pledged shares sold by Lenders…and perhaps Ramalinga Raju awaited this sale before making the Confession

A response to this blog that there could be a possibility that one of the Lenders was related to one of the Directors of Larsen and this Lender was bailed out by Larsen Monies by buying out their Pledged Shares got me thinking

I checked the Larsen & Toubro Annual Report and found that the Whole Time Director & Senior Executive Vice President and CIO in charge of IT and Technology Services is one Mr V K Magapu….Larsen’s Investment of over Rs 400 crs by purchasing 2.69 cr shares to take a 4% Stake in Satyam,even after the Satyam -Maytas Controversy was still burning,despite reversal of the proposal,defies Commonsense and Sanity.As CIO and in charge of IT and Technology Services,Mr Magapu surely must have been involved in recommending this Investment…Why ! ?….On Confession by Ramalinga Raju on January 7,2009,Larsen’s Investment in Satyam eroded over 85% in just two days and Larsen is now sitting on a Notional Loss of over Rs 350 crs !

Chairman & Managing Director of Larsen & Toubro,Mr A M Naik must have slept well only till the night of January 6,2009….he ‘s been desperately trying to save his Investment in Satyam by offering to buy out Satyam ! He’s galvanising support from Institution shareholders like LIC and even the Ministers and is making a presentation to the New Board of Directors of Satyam today and tomorrow

What Timing ! Mr Naik just received the ET Business Leader of the Year Award last week and this Satyam Loss !

Naik needs to explain why did Larsen,perceived by all as being responsible, conservative and risk averse in it’s operations,dare to venture into controversial Satyam by buying shares from December 23,2008 to January 6,2009…Do Vested Interests exist? Also why this turnaround now !? After Ramalinga Raju’s Confession on January 7,2009 Mr Naik came on the business channels to assure that Larsen was merely an Investor in Satyam and had recently got a 4% stake and had no plans to buy it out or increase it’s stake !

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