Matrix Laboratories Ltd, which has acquired the Ranbaxy-owned Vorin Laboratories and the Shriram group owned Medicorp Technologies Ltd recently, is planning to obtain control over Fine Drugs and Chemicals Ltd (FDCL). Matrix is already in the process of merging the two acquired companies and making a single entity under the banner of Matrix Laboratories.
Vorin has 55 per cent controlling stake in FDCL which was initially kept out of the merger proposal since it was then referred to BIFR. However, owing to some technical delays in reporting the sickness of the company, BIFR had refused to admit FDCL as a sick industrial company.
According to sources in Matrix Labs, FDCL has cleared almost all its dues to the creditors and has no major institutional liabilities. It was only in view of the erosion in net worth that Ranbaxy felt it necessary to report the matter to BIFR. Now that BIFR has refused to admit FDCL as a sick company, it would automatically come under the control of the merged Matrix entity along with Vorin.
The boards of Vorin, Medicorp and Matrix, which met on September 19 last year, approved the proposal to merge into Matrix, while the shareholders of the three companies also gave their consent to the scheme of amalgamation on November 9.
According to the scheme of amalgamation, Matrix would issue two shares of Rs 10 each to every 13 shares of Rs.10 each of both Vorin and Medicorp.
Even before the shareholders approved the scheme of amalgamation, the promoters of Matrix, N Prasad & Associates, obtained the approval of their shareholders to consolidate their holding in the company through a preferential offer at a price of Rs 107 per share from the current level of 38.26 per cent in the existing paid-up equity base of Rs 7.18 crore to 46.18 per cent on the expanded equity base of Rs 9.72 crore. This will enable the promoters to acquire controlling stake in Matrix and in turn in the proposed merged entity of the three companies.