Burman Family rejects Religare board’s authority over open offer

2023-11-29 07:13:23

Burman Family, which made an open offer to acquire an additional 26 per cent in Religare Enterprises Ltd (REL), asserted on Wednesday that the REL board has no power to reject its open offer.

“The board of REL does not have the power or authority to reject our open offer. It only has the power to recommend the open offer to the shareholders,” a Burman Family spokesperson said.

“Ultimately it is for the shareholders to decide whether to tender the shares in the open offer, or stay invested, post regulatory approvals to the open offer.”

It is a separate matter that the shareholders have already seen governance lapses in REL and there are questions over whether the directors are discharging their duties correctly, the Burman Family spokesperson added.

These remarks are significant as they come after REL independent director Hamid Ahmed is reported to have said that the REL board has rejected the open offer, while noting that the offer price was below the share price.

Religare’s board consists of six members — Executive Chairperson Rashmi Saluja; and independent directors Hamid Ahmad, Malay Kumar Sinha, Praveen Kumar Tripathi, Ranjan Dwivedi and Preeti Madan, who have non-executive roles.

The Burman Family spokesperson highlighted that the REL board had, in fact, issued a press release on September 25, 2023, “welcoming our investment in REL”.

The open offer price, calculated as per the formula provided in the SEBI Takeover Regulations, is around ₹221. The Burman Family’s open offer price of ₹235 is at a premiume, the spokesperson said.

“Keeping the overall shareholder interest in mind, we will move towards closing the transaction expeditiously, working with all the regulators,” the spokesperson said.

The spokesperson said that an overwhelming majority of the shareholders were supportive of the proposed transaction and expressed confidence that REL’s performance would significantly improve under the Burman Family’s guidance.