SC refuses to hear BoR shareholders' plea against merger
May, 31st 2010
A FEW shareholders of Bank of Rajasthan (BoR) have moved the nations highest judicial authority, objecting to its proposed merger with ICICI Bank over a long pending dispute in the banks ownership structure. In its petition to the Supreme Court against the bank, along with capital market regulator Securities and Exchange Board of India (Sebi), these shareholders have sought an interim stay on the proposed merger.
A lawyer representing the interest of these shareholders said since a separate order seeking clarity on the banks shareholding pattern is pending with the Supreme Court since 2006, the merger cannot go ahead.
Executives of BoR could not be contacted for comments over the weekend. An e-mail sent to ICICI Bank did not elicit a comment.
In 1999, the Tayal family bought a significant stake in BoR. But this deal was challenged by an individual shareholder Ram Prasad Somani who had also sought Sebi intervention asking for an open offer for the minority shareholders.
The same investor has filed the case at the Supreme Court on May 21. He has the support of other shareholders of BoR who have a significant stake in the bank, the lawyer representing the investor said. It could not be independently verified if other minority shareholders are backing the petition.
This case pertains to an over 10-year-old case by a single minority shareholder asking the Tayal family to make an open offer. There are some discrepancies over the Tayal family led by Pravin Tayal to exact ownership in the bank, another person familiar with the matter said.
As per disclosures to the stock exchanges, the promoters owned 28.6% stake as of December 31, 2009. But at the end of March 2010, they had no stake in the bank.
The proposed merger is also, reportedly, being opposed by BoR employees who prefer a merger, if necessary, with a state-owned bank, citing cultural differences and fears of job losses if ICICI Bank takes over.
Earlier this month, ICICI Bank, the countrys largest private sector bank, had agreed to take over BoR through share-swap non-cash deal that valued the Udaipur-based bank at over Rs 3,000 crore.
The boards of both banks approved the swap ratio at 1:4.72, meaning 25 new shares of ICICI to be issued for every 118 shares of BoR. Both banks plans to seek shareholders approval for the deal on June 21.