“We wish to inform you that Board at its meeting held today, inter-alia, approved and considered the draft Scheme of Amalgamation between 3B Blackbio Biotech India Limited (Transferor Company) and Kilpest India Limited (Transferee Company) as may be modified from time to time (Scheme), under Sections 230 to 232 of the Companies Act, 2013,” company informed the exchanges on Thursday.
Kilpest is engaged in the business of Agro-Chemicals and is into manufacturing, dealing of pesticides, insecticides, micro fertilizers etc.
3B Blackbio Tech is engaged in the business of manufacturer in the field of Rt-Pcr And Ngs based molecular diagnostic kits, engaged in design, development, manufacturing and commercialization of Pcr based molecular diagnostic kits, Pcr Enzymes & Pcr Reagents.
Kilpest India Ltd is currently trading at Rs302.35 down by Rs6.15 or 1.99% from its previous closing of Rs308.50 on the BSE.
“Kilpest intends to integrate the operations of the Transferor Company with itself as a part of restructuring process by taking over the manufacturing unit along with its business know-how, market reach, all the tangible and intangible assets,” company said.
The share exchange ratio is fixed as 8.33 (Eight point three three ): 1 (one) Shares to be issued only to existing shareholders of 3B BlackBio (other than Kilpest) at a swap ratio of 8.33 shares of Kilpest for 1 share of 3B BlackBio.
The Scheme is subject to inter alia receipt of approvals from the shareholders and creditors of the company, as may be directed by the National Company Law Tribunal, (“NCLT”), BSE Limited and approval of other regulatory or statutory authorities as may be required.
The Audit Committee of the company has furnished its report to the Board of Directors of the Company recommending the Scheme.
The Company has received fairness opinions, both dated September 17, 2020, from Capital Square Advisors Private Ltd, a SEBI Registered (Category-I) Merchant Banker share exchange ratio, recommended by Bhavesh Rathod & Co, (Chartered Accountants)in their valuation report dated September 17, 2020.