The Board of Directors of Borosil Renewables Limited, in furtherance of the Company’s global business expansion plans, has authorized the Company to acquire (along with its overseas subsidiaries to be acquired / incorporated in Germany and Liechtenstein (“Subsidiaries”)) 100% stakes in Interfloat Corporation (“Interfloat”) and GMB Glasmanufaktur Brandenbur GmbH (“GMB”) (entities engaged in the solar glass manufacturing business, sales and distribution, in Europe) (“Proposed Transaction”).
The Board has approved the execution of a share purchase agreement between the Company, the Subsidiaries, HSTG Glasholding GmbH and Blue Minds IF Beteiligungs GmbH (“SPA”) and execution of other necessary documents in regard to the Proposed Transaction, whereby the Company (along with the Subsidiaries) shall agree to acquire 100% of the share capital of the Target Companies from HSTG Glasholding GmbH and Blue Minds IF Beteiligungs GmbH.
To better manage and oversee the acquisition and future running of the Target Companies, the Board has approved the acquisition of a special purpose vehicle, namely “Youco F22-H190 Vorrats-GmbH” (a limited liability company registered in Cologne, Germany). This entity will be acquiring all securities in GMB.
Details regarding the proposed acquisition of Youco F22-H190 Vorrats-GmbH, as required under Regulation 30 of the Listing Regulations read with the SEBI Circular, are contained in Annexure II. Further, the Board has also approved setting up a special purpose vehicle in Liechtenstein to hold certain securities in Interfloat.
Subject to approval of the shareholders of the Company and such other approvals as may be required, the Board has authorized the offer, issuance and allotment of equity shares of the Company equivalent to EUR 22,500,000, for consideration other than cash (i.e., swap of shares of lnterfloat Corporation with Equity Shares of the Company as part of the Proposed Transaction), to HSTG Glasholding GmbH and Blue Minds IF Beteiligungs GmbH (“Proposed Preferential Issue”).
The number of Equity Shares to be issued and allotted shall be determined basis the pricing mechanism set out under the SEBI regulations.
GMB will be acquired for cash consideration of EUR 24,910,000 and an additional amount to be determined basis the performance of GMB in CY 24, CY 25 and CY 26, not exceeding 50% of EBIT of GMB.
Interfloat will be acuired for cash consideration of EUR 5,090,000, swap of shares equivalent of EUR 22,500,000 and additional amount to be determined basis the performance of Interfloat in CY 24, CY 25 and CY 26, not exceeding 50% of EBIT of Interfloat.
The Board has also authorized availing of acquisition finance up to an amount of INR 275,00,00,000 in connection with the Proposed Transaction.
GMB Glasmanufaktur Brandenburg GmbH (GMB), an entity based in Germany, is engaged in the solar glass manufacturing business. It manufactures glass for the European solar (solar PV as well as solar thermal) and greenhouse glass markets, with a current capacity of 300 TPD (Tons per day).
Interfloat Corporation (Interfloat), an entity based in Liechtenstein, has been selling glass to customers in Europe for close to 40 years and has deep connections with the glass trade in the region.
The acquisition is intended to strengthen the Company’s ability to supply products to its European customer base. The acquisition will add value to its customers by leveraging the greater synergies offered by the two companies in the areas of manufacturing processes, focus on research and development, new product development, lower the carbon footprint of manufacturing, etc.