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Friday, October 16, 1998

Pond's India, Hindustan Lever merger plan formalised 

Our Corporate Bureau  
Mumbai, Oct 15: The merger of Pond's (India) Ltd (PIL) with Hindustan Lever Ltd (HLL) was accomplished on Thursday, with retrospective effect from January 1, 1998, the appointed merger date under the scheme of amalgamation.

Hindustan Lever, on Thursday, filed with the Registrar of Companies (RoC), Maharashtra, the drawn up order of the Mumbai high court, over four weeks after the court approved the amalgamation on September 10, 1998.

Pond's India had filed the drawn up order with the RoC, Tamil Nadu, on September 23, 1998, over six weeks after the Chennai high court approved the amalgamation on August 7, 1998.

Clause 1.5 of the scheme stipulated that the later of the two dates of filing of the court orders will be the effective date of the merger. Hence, the effective date of the amalgamation is October 15, 1998, retrospective from January 1, 1998.

The company petition filed by Hindustan Lever before the Mumbai high court and that filed by Pond's India before the Chennai high court were approvedunapposed, a company release said.

The release said that with the filing of the drawn up orders, the assets, liabilities and businesses of Pond's India have become the assets, liabilities and businesses of Hindustan Lever. It said that necessary steps are being taken to implement the provisions of the scheme of amalgamation.

As a first step, notices have been delivered to the Bombay Stock Exchange, fixing the record date of February 15, 1999, for exchange of three Hindustan Lever shares for every four Pond's India share, the swap ratio approved by the two boards and shareholders.

The interim dividend of Rs 6 per share announced by Pond's India will now be paid by Hindustan Lever as successor in interest to Pond's India shareholders entitled to it. Similarly, the second interim dividend of Rs 1.2 per share by Pond's India will be discharged by Hindustan Lever to the Pond's India shareholders eligible to receive it. The second interim dividend has been declared by the Pond's India board with the priorconcurrence of Hindustan Lever as stipulated in the scheme.

The Hindustan Lever board is scheduled to meet on October 27, 1998, to take on record the provisional unaudited third quarter results of the company for the period ended September 30, 1998. The third quarter results will include the corresponding results of Pond's India, which means there would not be any separate announcement on Pond's India's third quarter results.

The two managements had announced the merger intention in February 1998 and had appointed SB Billimoria & Co senior partner YH Malegam, and NM Raiji & Co senior partner Arun Gandhi, as joint valuers to recommend the share exchange ratio. The two boards met on March 16 this year to approve the swap ratio and the scheme of amalgamation. This was later approved by the shareholders of both the companies in their respective court convened meetings.

Copyright © 1998 Indian Express Newspapers (Bombay) Ltd.


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