Mumbai, Oct. 8 -- The Boards of Directors of JSW Cement and its listed subsidiary Shiva Cement have approved a scheme of arrangement for the amalgamation of Shiva Cement with and into JSW Cement. The proposed merger is intended to create a unified cement platform and generate operational, financial and management synergies.
The consolidation will pool the companies' financial, managerial, technical, distribution and marketing resources. It will also support backward integration through Shiva Cement's clinker facility, which is expected to reduce reliance on external procurement and improve supply chain efficiency.
The companies said the transaction would provide greater funding flexibility, reduce financing costs and eliminate inter-company guarantees. It is also expected to simplify the corporate structure by reducing administrative duplication, compliance requirements and consolidation efforts, while aligning the financial statements of both entities.
Under the approved share-exchange ratio, JSW Cement will issue five equity shares with a face value of Rs. 10 each for every 41 equity shares with a face value of Rs. 2 each held in Shiva Cement. The issuance will apply to Shiva Cement shareholders other than JSW Cement and will give the subsidiary's public shareholders direct ownership in a larger listed company.
The scheme remains subject to approvals from the stock exchanges, the Securities and Exchange Board of India, the National Company Law Tribunal, the Odisha Industrial Infrastructure Development Corporation and other applicable statutory and regulatory authorities. Approval from the companies' shareholders and creditors may also be required under applicable laws or directions from the tribunal. The transaction is expected to be completed within 12 to 14 months, subject to the timely receipt of these approvals.
Published by HT Digital Content Services with permission from Indian Cement Review.