Merger between Sesa Goa and Sterlite Industries

The proposed merger between Sesa Goa and Sterlite Industries, aimed at creating a mega natural resources firm from India, has moved a step closer towards realisation with the nod from the Madras High Court today.

"The proposed Merger of Sterlite and Sesa Goa and Vedanta Group Consolidation has received the approval of the High Court of Madras on July 25, 2013 and the approval of the High Court of Bombay at Goa on April 3, 2013," Sterlite said in a statement.

As per the merger scheme, Sterlite will be merged into Sesa Goa and a new entity Sesa Sterlite will be created post merger. All other subsidiaries of Vedanta, except Konkola Copper Mines, would be controlled by Sesa Sterlite after completion of the process. 

The merger would create seventh largest natural resources company of the world (in terms of Earnings Before Interest, Taxes, Depreciation, and Amortisation) and a cost saving of Rs 1,000 crore annually, Vedanta had said earlier.

The merger scheme has already been approved by most of the regulatory authorities, including Goa bench of the Bombay High Court, the Competition Commission of India, BSE and NSE. Shareholders of Sterlite and Sesa Goa have already given their approval in June, 2012.

A glitch in realising the merger is a review petition filed by a shareholder of Sesa Goa in the Bombay High Court, challenging the court order. However, Sterlite said "hearing before the Division Bench (of Bombay High Court at Goa) has been completed and the order of the Division Bench is awaited."

Post merger, Vedanta would hold 58.3 per cent stake in Sesa Sterlite. As per the scheme of arrangements, Sterlite shareholders would get three shares of Sesa Goa for every five shares held according to the swap ratio. This is second restructuring exercise being attempted by Vedanta Resources as the first one in 2008 had failed due to objections raised by some minority shareholders over valuation of a group firm, Konkola Copper Mines. Cairn India, Hindustan Zinc, Balco, Vedanta Aluminium, Madras Aluminium, Talwandi Sabo Power and Australian Copper Mines will become subsidiaries of Sesa Sterlite after the restructuring. The restructuring would lead to Vedanta's debt burden on a standalone basis falling to around USD 3.8 billion. 

However, Sesa Sterlite, the new entity, would end up with a total debt of about USD 14 billion. Shares of Sesa Goa fell by 2.24 per cent to close at 139.95 apiece on the BSE and the Sterlite scrip closed down 2.07 per cent at Rs 80.30.