The firms to be merged are Phipson Distillery (PDL), United Spirits Ltd (USL), Herbertsons (HL), Triumph Distillers and Vintners (TDV), McDowell International Brands (MIBL), Shaw Wallace Distilleries (SWDL), Baramati Grape Industries (Baramati) and United Distillers India Ltd (UDIL). The merger date has been fixed as July 1, 2005.
The following swap ratios have been approved for the merger: shareholders of Herbertsons will receive 2 shares of McDowell for every 3 shares they held; shareholders of TDV will get 83 shares of McDowell for every 4 shares, shareholders of Baramati will get 31 shares of McDowell for every 20 shares, shareholders of UDIL will receive 3 shares of McDowell for every 100, and shareholders of SWDL will get 7 shares of McDowell for every 20 shares.
The share exchange ratio has been determined based on the recommendation of two independent valuers - KPMG India and Haribhakti & Co, chartered accountants. Further, the investment business of Mc Dowell & Company would be demerged to McDowell India Spirits (MISL) with effect from July 1, 2005.
MISL would be later listed on the exchanges. McDowell shareholders will receive 1 equity share of MISL of Rs 10 each for every 5 equity they held. MISL would be renamed as McDowell Holdings Ltd.
The McDowell board also approved the scheme for merger of Asian Opportunities and Investments (AOIL) and Zelinka Ltd (Zelinka) into the company.
Since AOIL and Zelinka are wholly owned subsidiaries of McDowell, no shares would be issued in consideration for the merger.
Who gets what
