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Orchid promoter to resist takeover bid

April 10, 2008 09:09 IST
K  Raghavendra Rao, the promoter and the managing director of Chennai-based Orchid Chemicals and Pharmaceuticals Ltd, has managed to garner the support of large institutional investors to thwart a takeover attempt.

These institutions, which collectively hold 38 per cent in Orchid, have agreed to support Rao, company insiders told Business Standard.  "These are oral agreements and are usually not given in writing," he said.

Counted with the 16 per cent held by Rao, his family and close associates, this will keep Orchid safely under Rao's control.

Solrex (believed to be a company of the Ranbaxy promoter group), is known to have bought 12 per cent in Orchid so far, which is being seen as the first steps towards a hostile takeover of the company.

Life Insurance Corporation of India and United India Insurance Company hold 7.8 per cent and 2.48 per cent respectively in Orchid.

Other large institutional investors in the company include Gazal Industrial Holdings (8.48 per cent), Macquarie Bank (5.13 per cent), Harpline (4.54 per cent)  and, Fidelity Trustee Company (2.66 per cent).

Industry observers said the large number of abbreviated new drug applications  (ANDAs) filed by Orchid is one strong reason that might have motivated Solrex to take over the company.

These approvals allow companies to launch generic clones of drugs once the patent expires.

An Orchid spokesperson said the firm has 25 approved ANDAs and another 22 are awaiting approval by the US Food and Drug Administration.

The spokesperson also denied reports suggesting that Rao had roped in Prathap C Reddy, chairman of the Apollo Hospitals group, as a white knight to retain his control over Orchid. The hospital group's spokesperson could not be reached to corroborate this.

Who brought Rao's stake in Orchid down

Even as the obscure Solrex Pharmaceuticals, believed to be backed by the Ranbaxy promoter group, picked up more than 12 per cent equity in Orchid Pharma on Tuesday, it now emerges that Religare, another Ranbaxy group company, had liquidated its share holding Orchid Pharma in mid-March.

The shares, which Religare had acquired by funding Orchid Pharma promoter K Raghavendra Rao, were sold around the same time as a similar sale by Indiabulls, another investment company.

Together, the transactions led to Rao's holding falling from 24 per cent to 17 per cent, making Orchid vulnerable to a takeover bid in the process.

The challenge that Rao faces now revolves around these share sales.

Orchid has attributed these equity sales to margin calls by Religare and Indiabulls.

However, given that the move by Religare and Indiabulls was followed by Solrex Pharma picking up over 12 per cent (in several transactions) in Orchid, experts opine the moves were made in  tandem.

Ranbaxy has remained silent on rumours linking its promoters to Solrex. On Orchid's behalf, Deputy Managing Director C B Rao said, "We do not find anything special in this development. The shares have been picked up by a financial investment company. Although they have picked up more shares than they usually do, I believe it has been a value pick. The shares of Orchid came cheap, and they lapped them up. It should stop there as reflected by the price movement in Orchid stock  yesterday. Let us not read more into this."

An Orchid spokesperson added that Religare, though a Ranbaxy promoter group company, had no connection with the transactions that led to margin call and subsequent sale of shares.

"Religare had a stake of about 2.5 per cent. The sale of those shares was an immediate response to the market situation and has nothing to do with Solrex or Ranbaxy. Orchid had pledged its shares with Religare as it is an independent investment firm. Religare must have similar investments in several other pharma companies. That does not mean their promoter group, that is Ranbaxy, is up to acquire all those firms," he said.

Religare CEO Sunil Godhwani has categorically denied any links with Solrex and said that Orchid was one among its hundreds of customers.

BS Reporter in New Delhi
S Kalyana Ramanathan in Chennai