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
Mr Varma,you state that the Takeover Guidelines should not be a ‘Free Lunch’ for the Minority Shareholders…….What ‘Free Lunch’ are you talking about !? Holding cost for Most is very very very High indeed in Satyam !
Yes,I do agree,Mr Varma,that takeover Norms should also be to facilitate Corporate Control and not just geared for Minority Shareholders….but this should not never be at the cost of Minority Shareholders !
If clearly any Information and assurances exist ,they should have been disseminated immediately to all so that all Investors,not just Larsen and Fidelity,could have bought Satyam at Rs 20 and Rs 30 and Rs 40 !…It’s past Rs 50 now !
Please Mr Varma…you have an excellent academic pedigree that should guide you in remaining clear of any vested external Influences that will only serve to cloud your Independent Thinking and Integrity in Views…you have reflected your calibre in the books you have authored and I keenly support a lot of your Thinking…but not this one ! on changing Takeover Norms to support Corporate Control…because I clearly view this to be at the cost of the Minority Shareholders and therefore a retrogade step
SEBI Takeover Norms were very thoughtfully and carefully and intelligently drafted,after taking into consideration a lot of Issues and Interests and Open Debate….How is it then that this ‘Liquidity’ factor eluded any consideration ?…Actually even this would have been deliberated and the sanctity of the overriding objective of Protecting Minority Shareholders upheld
And I’m also amused at B K Modi of ex-Spice (Now sold to Idea) claiming on CNBC 18 that he wants to be fully transperant and clean in his buyout bid for Satyam…Where was all this transperancy and sanctity,Mr Modi when you made suckers of Investors in Modi Telefibres (earlier Modi Threads) and ModiLuft !?….Please spare us this ‘Holiness’ now….Your Companies are great cases that support my Blog Caption that ‘In India,Companies may fall sick,but Promoters rarely do !” …Better end here before I really get mad and fired up !