Open Offer Case
SC notice to Pegasus Holdings on SEBI plea in Federal-Mogul open offer case
This story was originally published at 21:03 IST on 17 March 2025
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NEW DELHI – The Supreme Court on Monday issued a notice to Pegasus Holdings III, LLC following a petition by the Securities and Exchange Board of India against a Securities Appellate Tribunal order to set aside the market regulator's appointment of independent chartered accountant to value the shares of Federal Mogul Goetze (India) Ltd. for the open offer. The court will hear the case next on Apr. 24.
In 2022, Pegasus Holdings had entered into a merger agreement with Tenneco Inc., which is the ultimate holding company of Federal Mogul, and its wholly owned subsidiary Pegasus Merger Co. In view of the terms of the agreement, Pegasus Merger Co. merged into Tenneco and thereafter the latter only continued as the surviving entity.
Tenneco indirectly held 100% stake in Federal-Mogul Holdings Ltd., and the latter held 60.05% stake in Federal Mogul Goetze (India), which was the target company under the definition of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Thereafter, through a public announcement an open offer was made by Pegasus Holdings to acquire 13.91 million equity shares of Federal Mogul Goetze (India) at INR 275 a share, which was later revised to INR 295.65. SEBI, not having received any proper valuation in compliance with its regulations, appointed a valuer for Federal Mogul Goetze (India). SEBI said that the valuation exercise was directed only after Pegasus Holdings' persistent refusal to disclose the methodology for determining the offer price to undertake the valuation process voluntarily. In December, the appellate tribunal quashed SEBI's order to appoint a valuer for Federal Mogul Goetze (India), against which the market regulator moved the apex court.
On Monday, shares of Federal Mogul Goetze (India) ended 1.7% lower at INR 324.20 on the National Stock Exchange. End
Reported by Surya Tripathi
Edited by Ashish Shirke
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