Adani to merge Sanghi, Penna with Ambuja

MUMBAI:

Ambuja Cements

plans to consolidate its business by merging its recent acquisitions,

Sanghi Industries

and

Penna Cement

Industries. The company, under Gautam Adani’s leadership, had purchased Sanghi in Dec 2023 and Penna in Aug 2024.
Following the merger completion, the Adani family’s ownership in Ambuja will decrease marginally to 67% from 68%, while public shareholders’ stake will increase to 33% from 32%.
Currently, Ambuja holds 58% in Sanghi, with founder Ravi Sanghi and family controlling 17%, and public shareholders owning 25% of the Mumbai-listed firm. In Penna, Ambuja has 99.94% ownership, with minor investors holding the remaining 0.06%. The merger terms specify that non-Ambuja shareholders will receive 12 Ambuja equity shares (face value Rs 2 each) for every 100 Sanghi shares (face value Rs 10 each).
Post-merger, Ravi Sanghi and family will be categorised as public shareholders of Ambuja. The regulatory filing stated: Upon the merger scheme becoming effective, certain shareholders belonging to the promoter group of Sanghi “would not hold more than 10% of the total voting rights” in Ambuja. They would also not have any special rights in Ambuja nor would they have any representation on its board. These shareholders will be reclassified to the ‘public’ category of Ambuja, the statement said.

Ambuja will acquire shares of Penna from its minority shareholders for Rs 322 a share (Rs 10 face value). GT Valuation Advisors and IDBI Capital Market & Securities conducted the merger valuation, which requires various regulatory approvals, including clearance from the company law tribunal.
The merger aims to enhance operational efficiency as all three companies operate in identical business sectors. The consolidation will reduce operational costs, achieve economies of scale and streamline compliance requirements, Ambuja said.