DAIICHI SANKYO COMPANY LTD. versus JAYARAM CHIGURUPATI & ORS.

DAIICHI SANKYO COMPANY LTD. versus JAYARAM CHIGURUPATI & ORS.

Ranbaxy was not a 'person acting in concert' with Daiichi for the acquisition of Zenotech shares in January 2008; thus, the price paid by Ranbaxy was not relevant under Regulation 20(4)(b) for determining Daiichi's offer price. Daiichi correctly offered Rs.113.62 as per Regulation 20(4)(c). SAT order directing Daiichi to offer Rs.160 was unsustainable and set aside.

Parties
Appellant: Daiichi Sankyo Company Ltd.; Respondents: Jayaram Chigurupati & Ors.
Jurisdiction
India
Judgment Date
08 July 2010
Procedural Posture
Civil Appeal / Appeal Against Securities Appellate Tribunal Order
Outcome
Appeals allowed; no order as to costs.
Legal Topics
Substantial Acquisition of Shares, Takeover Regulations, Offer Price Determination, Persons Acting in Concert
Securities Law Substantial Acquisition of Shares Takeover Regulations Offer Price Determination Persons Acting in Concert

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Parties

Daiichi Sankyo Company Ltd.

Appellant

Jayaram Chigurupati & Ors.

Respondents

Procedural Posture

Civil Appeal / Appeal Against Securities Appellate Tribunal Order

Legal Issues

  1. 1 Whether Ranbaxy was a 'person acting in concert' with Daiichi under Regulation 2(e)(1) for the acquisition of Zenotech shares
  2. 2 Whether the price paid by Ranbaxy for Zenotech shares in January 2008 was relevant for determining the offer price under Regulation 20(4)(b)

Ratio Decidendi

Ranbaxy was not a 'person acting in concert' with Daiichi for the acquisition of Zenotech shares in January 2008; thus, the price paid by Ranbaxy was not relevant under Regulation 20(4)(b) for determining Daiichi's offer price. Daiichi correctly offered Rs.113.62 as per Regulation 20(4)(c). SAT order directing Daiichi to offer Rs.160 was unsustainable and set aside.

Court Disposition

Appeals allowed; no order as to costs.

Orders

  • Securities Appellate Tribunal's order set aside.
  • Offer price for Zenotech shares as announced by Daiichi sustained.