Bajaj Electricals makes open offer

to purchase Bluestar
Mumbai, January 30th, 2015: The Board of Directors of Bajaj Electricals in a
statement released to the public announced a possible offer falling under
Sections 390 to 394 (the Merger Provisions) of the Companies Act. 1956. It
does not represent a firm intention to make an offer. Accordingly, there can be no
certainty that any offer will ultimately be made even if the pre-conditions
referred to below are satisfied or waived.
Bajaj Electricals today announced its proposal to combine the two companies.
The potential merger would unleash transformational opportunities for the new
entity to achieve higher sales and increased customer base through sharing of
resources and a wider distribution network. The new entity would retain both the
brands and protect respective customer bases.
Bajaj Electricals confirms that it will not make a hostile offer directly to Bluestar
shareholders and will only proceed with an offer with the recommendation of the
board of directors of Bluestar.
Proposal
Under the terms of the proposal Bluestar shareholders would receive, for each
Bluestar share, 1.8 shares of Bajaj Electricals and cash in lieu of fractional
shares, representing an indicative value of Rs 415.10 per share.
Under the final proposal, Bajaj Electricals and Bluestar shareholders would own
approximately 38% and 62% respectively, of the combined company.
On the basis of Bajaj Electricals closing share price of Rs 234.05 on 29th January
2015 the proposal represents a premium of approximately 27% over the 1 month
weighted average price
In the absence of further discussions or an extension of the deadline for making
a firm offer under the Code, Bajaj Electricals proposal will expire at 5:00 p.m. IST
on 6th February 2015. Baja Electricals is asking Bluestar shareholders to urge the
Bluestar board to immediately begin meaningful engagement with Bajaj
Electricals following the talks on 30 th January 2015, and extend the period for
negotiating a possible transaction.