cairn vedanta
TRANSCRIPT
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CAIRN-VEDANTA
Deal structure
Cairn to sell a maximum of 51 per cent of Cairn India to Vedanta.
Consideration of up to US $8,480m (INR 396,561m), based on US$8.66 (INR 405) per CairnIndia share*.
A premium of approximately 32 per cent to the Cairn India average closing price for 90 daysprior to 14 August 2010
Put and call options, exercisable after July 2012 and July 2013,toensure a majority interestin Cairn India can be sold (exercisable at US $8.66 (INR 405))
Intention to return a substantial proportion of the proceeds from the transaction to Cairnshareholders.
Retained cash will provide Cairn with financial flexibility to pursue an active explorationprogramme in its leading acreage position in Greenland and future growth opportunities.
Continued exposure to Rajasthan through the retained shareholding in Cairn India. For each Cairn India share subject to the Proposed Transaction, Vedanta will pay Cairn US$8.66 (INR 405) in cash on completion, comprising:
US $1.07 (INR 50) (pursuant to the non-compete arrangements) US $7.59 (INR 355) (pursuant to the sale and purchase agreement)
Key Transaction Terms
Vedanta acquiring 51% to 60% of Cairn India for a total consideration of $8.5bn to $9.6bn.
Vedanta to acquire a 31% to 40% interest.
Sesa Goa to acquire a 20% interest.
Implied equity value of Cairn India of $16.6bn.
Premium of 21.8% to the undisturbed share price of INR332.602Subject to shareholder and
regulatory approvals
Immediately EPS accretive for shareholders.
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Funded through debt and cash resources
Transaction Details
Vedanta Group to acquire between 51% -60% of Cairn India via thefollowing steps.
Vedanta Resources Plc to acquire 51% from Cairn Energy
SesaGoa to tender for 20% via an open offer
Vedanta's purchase to be reduced by the shares acquiredunder the tender offer to a
minimum of 40%.
If SesaGoas open offer is not fully taken up, it will purchaseshares from Vedanta Plc to reach
20%
Put and call options written to enable either Vedanta or Cairn Energy to ensure a minimum
of 50% of Cairn India is acquired from Cairn Energy.
synergies: Unique Opportunity to Create Value
Creating an Indian natural resources champion: comprehensive footprintacross Indias
resources sector
World class asset and management team.
Leverages Vedantas core skills.
Common operating philosophy: focus on delivery and costs
Enhances and diversifies Vedantas strong growth profile
Financial flexibility retained and no impact on existing expansionprogrammes
Immediately EPS accretive for shareholders
Legal & Political Impact
Cairn has given certain non-compete undertakings covering theterritories of:
Bhutan
Sri Lanka
Pakistan
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India
pursuant to which Cairn has agreed that, for a period of three years.
Current Status and Post Impact of the deal on 17 SEP 10
Regulatory approval for London-based Vedanta Resources' deal to buy acontrolling stake in
Cairn India, a unit of the UK's Cairn Energy, will takeat least a month, the Oil Secretary said on
16th Sept10.
Cairns have sought the approval of shareholders for the deal & expectsto complete by early
October.
The conclusion of the deal is "conditional to completion of open offer inIndia".
Vedanta has already published an advertisement making an openoffer to the minority
shareholders of Cairn India as part of thetakeover exercise, which is slated to open on 11
October.