The Supreme Court on Friday put on hold the sale of Fortis Healthcare to Malaysia’s IHH Healthcare, on a contempt plea filed by Japanese drug maker Daiichi Sankyo against the former promoters of the hospital chain, Malvinder Singh and Shivinder Singh. The order for maintaining status quo till further orders of the apex court means that IHH Healthcare, which had in July won the bidding war for Fortis with its Rs 4,000-crore offer, will have to wait and can’t go ahead with its open offer which was scheduled to commence from December 18.
The development saw shares of Fortis Healthcare tanking as much as 14.29 per cent in intra-day trade on BSE to finally close down 6.75 per cent at Rs 141.65.
Daiichi Sankyo had moved a contempt plea against the Singh brothers and Indiabulls alleging that the two created encumbrances (fresh mortgages) on 1.2 million shares of Fortis Healthcare Holding despite the SC’s order against it. The SC on February 15 this year allowed banks and financial institutions to sell shares of Fortis pledged with them on or before August 11, 2017. However, it had barred sale of shares which were pledged after August 11, 2017.
After the sale of Fortis to IHH materialised in July this year, Daiichi Sankyo moved the court alleging that the Singh brothers had created fresh encumbrances on their shares which was barred by the SC. The petition alleged that the Singh brothers and Indiabulls directors had transferred 1.2 million shares of Fortis Healthcare held by Fortis Healthcare Holding (FHHPL) in favour of Indiabulls Housing Finance.
“During the course of enforcement proceedings before the Delhi High Court, the companies gave numerous assurances that their assets will be always available to satisfy the decretal amount as and when the stage arises… Despite the statements and undertakings the alleged contemnors in subterfuge and without informing the HC alienated their shareholdings (encumbered and unencumbered) from time to time,” Daiichi Sankyo said in its application.
Daiichi Sankyo is pursuing the enforcement of `3,500 crore arbitration award against the Singh brothers pronounced by a Singapore tribunal for concealing information regarding wrongdoing at Ranbaxy Laboratories while selling it to it for $4.6 billion in 2008. Meanwhile, in mid-November, Northern TK Venture, a wholly-owned indirect subsidiary of IHH Healthcare, subscribed to 23.52 lakh shares of Fortis Healthcare thereby completing the investment of IHH in Fortis.
With this preferential issue, IHH had, through NTK, infused approximately Rs 4,000 crore of primary capital into the company and NTK became the controlling shareholder in the company with nearly 31.1 per cent stake on the expanded capital. The preferential allotment has made IHH the largest shareholder in Fortis Healthcare and was supposed to trigger the requirement to make a mandatory open offer to the public shareholders of Fortis Healthcare for 26% of the outstanding shares. However, now till further orders of the court the open offer cannot go ahead.
A Fortis spokesperson said that the company can comment only after receiving the court’s order while IHH Malaysia could not be contacted for comments.