Satyam Computer Services Ltd. on Tuesday submitted the details of competitive bidding process to select a strategic investor to market regulator Securities and Exchange Board of India or SEBI for its information and records, even as the bidding process reached the stage of due diligence by shortlisted bidders.
As April 30 has been set as the deadline for the stake sale of Satyam Computer Services, the six-member board has put in more conditions for the winner.
The successful bidder shall not sell or dispose of any material assets or undertaking of the company for a period of two years from the date of completion of the open offer process, unless shareholder consent by special resolution is obtained by postal ballot or appropriate orders are received from the Company Law Board or CLB.
The successful bidders' entire shareholding acquired pursuant to the preferential allotment, the public offer and the subsequent preferential allotment will be subject to a lock-in for a period of three years. The pre-preferential allotment holding of the successful bidder will be locked in for a period of six months as per SEBI Guidelines.
The new owner shall not discontinue the main business of the company or undertake any new unrelated business.
Additionally, the board also mandated the successful bidder to retain key identified employees, not exceeding 100 persons, for a period of 12 months, details of which will be communicated at a later date. It, however, spelled no conditions with regard to the other employees.
In case the bidder is a special purpose vehicle, it should not alter the constitution of such SPV for three years from the date of preferential allotment or subsequent preferential allotment, if any, except with the prior approval of the CLB.
The new promoter should also maintain the listing of company's ADS on the NYSE. The bidder should also ensure that the company's equity shares and ADS would not become eligible for termination of registration.
Any change in control of the company after the bidder is selected should be done only after the approval of the Company Law Board.
The bidders should not deal in Satyam securities until six months from the date of the public announcement by the successful bidder. They should not solicit the employees or clients of Satyam for one year.
Shortlisted bidders will get access to overview the current vision, strategy and operations of the company. None of the information provided by the company stands up to any warranty.
The new management has to cooperate with the investigating authorities like SEBI, Serious Frauds Investigation Office, FIO, SEC, Central Bureau of Investigation, Registrar of Companies and CLB, which will continue their probe against the previous management.
Meanwhile, starting Wednesday, the Government-appointed board is likely to begin the process of sharing certain business, financial and legal diligence materials of the scam-hit Satyam Computer Services with potential bidders.
At the BSE, Satyam shares are currently trading at Rs.40.75, down by Re.1.05 or 2.51% on a volume of 44.32 lakh shares.
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