Vijaya Diagnostic Centre Ltd. · NSE:VIJAYA
Vijaya Diagnostic Centre — Merger or Acquisition (June 2024)
17 slides from Vijaya Diagnostic Centre's merger presentation, Jun 26, 2024
Slide 1: Exchange filing cover letter: Investor Presentation under Regulation 30
June 26, 2024 To, To, Listing Department The Corporate Relations Department National Stock Exchange Of India Limited, BSE Limited, Exchange Plaza, Phiroz Jeejeebhoy Towers, Bandra Kurla Complex, 25th floor, Dalal Street, Bandra (East), Mumbai- 400 051 Mumbai - 400 001 NSE Symbol. VIJAYA BSE Scrip Co
Slide 2: Investor Presentation on the Proposed Scheme of Amalgamation
Investor Presentation on the Proposed Scheme of Amalgamation June 2024
Slide 3: Background and existing structure of all the entities involved in the Scheme
1. Background and existing structure of all the entities involved in the Scheme Particulars Description Existing structure Name of the Medinova Diagnostic Services Vijaya Diagnostic Centre Entity Limited (“Transferor Limited (“Transferee Public Promoters Company” or “Medinova” or Company” or “Vijaya
Slide 4: Proposed Transaction - Merger of Medinova Diagnostic Services Limited with Vijaya
2(a). Proposed Transaction - Merger of Medinova Diagnostic Services Limited with Vijaya Diagnostic Centre Limited Public Promoters Key mechanics • Step 1: Merger of Medinova Diagnostic Services Limited with and into Vijaya Diagnostic Centre Limited through a Scheme of 46.07 % 53.93% Amalgamation (“S
Slide 5: Resultant structure of entities involved in the Scheme
2(b). Resultant structure of entities involved in the Scheme Public Promoters 46.16% 53.84% Vijaya 100% Medinova Millennium MRI Services LLP* *Note: The Business of Medinova Millennium MRI Services LLP will be consolidated with Vijaya post the amalgamation.
Slide 6: Detailed rationale of the Scheme
2(c). Detailed rationale of the Scheme Simplified group structure Simplification of overall group structure and creating efficiencies through Amalgamation Greater efficiency in cash management Access to cash flow generated by the combined business which can be deployed more efficiently to fund growt
Slide 7: Transaction summary
3. Transaction summary 1 Appointed Date • Appointed date for the Scheme is April 1, 2024, or such other date as may be approved by NCLT 2 Accounting • Accounting for the merger to be done based on the applicable accounting standards under IND AS treatment • BSE, NSE, SEBI and ROC • Other Regulatory
Slide 8: Share exchange ratio recommended by Valuers and Fairness Opinion Providers
4. Share exchange ratio recommended by Valuers and Fairness Opinion Providers • Independent valuation conducted jointly by SSPA & Co., Chartered Accountants and CA Prashant Ghorela 1 Valuation (‘Registered Valuers’), recommending the share exchange ratio • Fairness opinion on the recommended share e
Slide 9: Pre and Post Amalgamation Net worth of Medinova
5(a). Pre and Post Amalgamation Net worth of Medinova INR in Lakhs Particulars Pre amalgamation net worth Post amalgamation provisional net as on March 31, 2024 worth 1. Share Capital - Equity Share Capital 995.68 Not applicable since the Medinova 2. Other Equity will cease to exist post the Scheme
Slide 10: Pre and Post Amalgamation Net Worth of Vijaya
5(b). Pre and Post Amalgamation Net Worth of Vijaya INR in Lakhs Pre amalgamation net worth as on Adjustments (Refer Note 1 and 2 Post amalgamation provisional net Particulars March 31, 2024 below) worth 1. Equity Share Capital 1,023.46 1.72 1025.18 2. Other Equity 64,308.65 (430.42) 63,878.23 Total
Slide 11: Broad stepwise process involved in the implementation of the Scheme
6(a). Broad stepwise process involved in the implementation of the Scheme Step I: Amalgamation of the Medinova with and into the Vijaya in accordance with Part B of this Scheme (refer next slide for detailed steps) Step II: Transfer of the authorised share capital of the Medinova to the Vijaya in ac
Slide 12: Detailed process involved in the implementation of the Scheme
6(b). Detailed process involved in the implementation of the Scheme Step I: Receipt of No-objection letters/observation letters from BSE, NSE and SEBI Step II: Filing of first motion petition with the National Company Law Tribunal, Hyderabad (“NCLT”) to seek an order to call for shareholders’ and cr
Slide 13: Pre and Post Amalgamation Shareholding Pattern of Vijaya
7. Pre and Post Amalgamation Shareholding Pattern of Vijaya Pre-Amalgamation Post-Amalgamation Shareholder No. of Shares % of No. of Shares to be % of No. of % of Category held Shares issued as per the share Shares Shares held Shares exchange ratio Promoter & 5,53,28,952 53.93 - - 5,53,28,952 53.84
Slide 14: Advisors engaged for the proposed Amalgamation
8. Advisors engaged for the proposed Amalgamation Consultant(s) Engagement Price Waterhouse & Co. LLP (PwC) Transaction Advisor SSPA & Co., Chartered Accountants Joint Registered Valuer CA Prashant Ghorela Joint Registered Valuer Kunvarji Finstock Private Limited Merchant Banker for Fairness Opinion
Slide 15: Frequently Asked Questions (FAQs) on the Proposed Amalgamation
FREQUENTLY ASKED QUESTIONS (FAQs) ON THE PROPOSED AMALGAMATION (1/1) 1. What was the process followed in finalizing the proposed amalgamation? The following process was followed for the approval of the proposed amalgamation: • The Company appointed several advisors and evaluated various reorganizati
Slide 16: Frequently Asked Questions (FAQs) on the Proposed Amalgamation
FREQUENTLY ASKED QUESTIONS (FAQs) ON THE PROPOSED AMALGAMATION (2/2) 2. How was the share exchange ratio proposed determined? What were the various valuation methodologies used? • The Audit Committee of Board of Directors of Medinova and Vijaya appointed SSPA & Co. Chartered Accountants and CA Prash
Slide 17: Thank You!
Thank You! For further information please contact: Hansraj Singh Company Secretary & Compliance Officer +91 9059700748 Email: ir@vijayadiagnostic.in www.vijayadiagnostic.com
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