SEARLE finalizes conditions for transfer of Luna Pakistan’s shares into the company

December 18, 2019 (MLN): The Board of Directors (BODs) of Searle Company Limited has approved the acquisition of 100% of the issued and paid-up share capital of Luna Pakistan Pvt Limited (Luna).

Luna Pakistan Limited indirectly (through Lunar Pharma Pvt Limited) owns 100% of the issued and paid-up share capital of OBS Pakistan Pvt Limited (OBS), for an aggregate purchase price equal to PKR 8,600,000,000 from Universal Ventures Pvt Limited (UVPL), which acquisition was subject to attaining all necessary corporate and regulatory approvals and negotiation and finalization of deal terms documents with UVPL.

According to the notification sent by Searle Company to PSX, based on subsequent discussions and negotiations with UVPL, the terms have now been finalized and at the meeting held on December 17, 2019, the BODs resolved subject to obtaining all necessary corporate and regulatory approvals that the consideration for the proposed transaction may now be paid and settled as follows:

• PKR 4,250,000,000 shall be paid in cash at the time of transfer of shares of Luna to the company.
• PKR 4,350,000,000 shall be paid in cash on a deferred payment basis, such that in the event the amount is paid within 12 months, no markup shall be applicable on such amount and in the event the company pays the same after 12 months and in any case with markup calculated at the rate of 6-month KIBOR + 0.5% per annum.

Furthermore, the BODs has approved a call option in favour of UVPL to purchase 25% shares of Luna (or its successor-in-interest) for an amount equivalent to the price per share paid/ to be paid by the company for luna as part of the Proposed Transaction, which option shall be available for 12 months from the date of transfer of shares of Luna to the company.

Further, the management of the company resolved that although the same s not required as per applicable laws, the company shall obtain approval from its shareholders, on a voluntary basis, with respect to the Proposed Transaction.

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