Renew Exim DMCC, an Adani group affiliate owned by Vinod Adani, is acquiring a 46.64 per cent stake in engineering and construction firm ITD Cementation India (ITD) from its promoters for ₹3,204 crore.
In line with Sebi regulations, Renew Exim DMCC will also make an open offer to acquire 26 per cent of ITD from its public shareholders.
The acquisition was announced late on Friday evening. It comes just days after Ambuja Cements bought a 46.8 per cent stake in the CK Birla group firm Orient Cement Ltd (OCL) at an equity value of ₹8,100 crore.
Renew Exim DMCC is a Dubai-based entity of the Adani group. Its principal shareholder is Valiant Investment DMCC, a Dubai incorporated company. The ultimate beneficial ownership of Renew Exim is held by Vinod Shantilal Adani, the elder brother of Gautam Adani, and Ranjanben Vinod Adani, wife of Vinod Adani.
ITD said in a regulatory filing that its promoter Italian-Thai Development Public Company Ltd has entered into a share purchase agreement (SPA) with the Adani group. The promoter will sell its entire stake of 8,01,13,180 shares, or 46.64 per cent equity stake, in the company at ₹400 per share. This represents a discount of nearly 25 per cent to the closing price of the ITD share at ₹532.80 on the BSE on Friday.
“Under the SPA, the seller is required to ensure that the company adheres to certain standstill covenants until the closing of the transaction. Amongst other things, the SPA contains provisions in relation to representations, warranties and indemnities. The seller has agreed to certain non-compete obligations for a specified period,’’ ITD added.
However, Renew Exim is offering a higher price of ₹571.68 per share to acquire the 26 per cent stake from the public shareholders. This represents a premium of nearly 7.30 per cent to the closing price of the ITD scrip on Friday.
After the completion of the transaction and the open offer, Renew Exim will gain control of ITD and Thai Development Public Company Ltd will be declassified as a promoter.
It will also result in the board of the company being re-constituted to include the directors nominated by Renew Exim. Further, the directors nominated by Thai Development Public Company will resign from its board.
In July, ITD had said that its promoter is mulling a potential stake sale. This came amid reports of the promoter entity facing a cash crunch. Over the last one year, the share price of ITD has jumped by more than 170 per cent
ITD undertakes heavy civil, infrastructure and EPC business and it has been operating in India for nine decades.
According to its website, it has an established presence and expertise in maritime structure, mass rapid transit systems, airports, hydro-electric power, tunnels, dams and irrigation, highways, bridges and flyovers, industrial buildings and structures among others.
The company posted revenues of ₹2,279.08 crore in 2023-24 against ₹1638.68 crore in the previous fiscal.
