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Sbi.co.in

Invitation of Bids for Settl ement of debt and takeover of a
Pharmaceutical Company

SBI Capital Markets Ltd. ("SBICAP") has been mandated by State Bank of India ("SBI" or "Lead
Bank") on behalf of the Joint Lenders' Forum ("JLF") (including various banks and financial
institutions) as Authorized Representative to explore Change in Ownership / Strategic Investment
(acquisition of at least 51% of the paid-up capital) of an Indian listed Pharmaceutical Company
("Company") along with Settlement of the Outstanding Debt of the JLF Lenders by a strategic
investor. The Company is involved in the manufacturing of intermediates, Active Pharmaceutical
Ingredients and finished dosage in India.
The current outstanding debt of the Company, against such loans from JLF Lenders, as on March 31,
2016 is approximately Rs. 683 Crore (excluding interest overdue) and the Company is currently
under financial distress.
Interested parties may procure the Bid Document after submission of non-refundable demand draft
of Rs. 25,000 drawn in favour of "State Bank of India, Overseas Branch" payable at "Mumbai" or by
making an online payment (details in Annexure II) along with supporting documents (as per
Annexure III and Annexure IV) on or before 18:00 hours on June 22, 2016. The bid document can be
procured from SBI Capital Markets Limited, 202, Maker Tower E, Cuffe Parade, Mumbai 400 005.
Interested bidders may refer to the ‘Investment Teaser' uploaded along with this advertisement
(details in Annexure I) on the websites of SBI and SBICAP and, for
information about the Company.
In case of any clarifications, please contact the following: Contact Person
Telephone number
E-mail ID
Mr. Lalit Mohan (VP, SBICAP) +91 22 2217 8337 Mr. Rohit Prasad (AVP, SBICAP) +91 22 2217 8343 Mr. Mayur Kapoor (DM, SBICAP) +91 22 2217 8488 Mr. Monik Shah (CA, SBICAP) +91 22 2217 8564 Lead Bank
Authorized Representative
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Disclaimer to the above advertisement
This Invitation is issued by SBI Capital Markets Limited (the "SBICAP") for general information purposes only, without regard to specific suitability, financial situations and needs of any particular person and does not constitute any recommendation and should not be construed as an offer to sell or solicitation of an offer to buy, purchase or subscribe to any securities but is merely an invitation of offer from interested parties/bidders for the purpose of undertaking change in ownership / strategic investment (acquisition of at least 51% of the paid-up capital) along with Settlement of the Outstanding Debt of the JLF Lenders. Neither, this Invitation nor anything contained herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever from the Authorized Representative and/or the JLF Lenders. This Invitation constitutes no form of commitment on the part of SBICAP. Furthermore, this Invitation confers neither the right nor expectation on any interested parties/bidders to be selected to participate in the bidding process and nothing in this Invitation or subsequent submission of bid by an interested party/bidder constitutes a contract between SBICAP or any other entity and the interested parties/bidders. SBICAP reserves the right to accept or reject any bid. SBICAP also reserves the right to suspend and/ or cancel the bidding process and/ or amend and/ or supplement the bidding process or modify the dates or other terms and conditions relating thereto. Interested party/bidder should regularly visit SBICAP's website to keep themselves updated regarding clarifications/ amendments/ time-extensions, if any. No financial obligation will accrue to SBICAP in such an event. SBICAP shall not be responsible for non-receipt of correspondence sent by any interested party/bidder through any mode. SBICAP shall in no circumstances, be responsible to bear or reimburse any expenditure or costs incurred by any interested party/bidder in respect of the submission of the bids. This Invitation and information contained herein or any part of it does not constitute or purport to constitute investment advice in publicly accessible media and should not be printed, reproduced, transmitted, sold, distributed or published by the recipient without the prior written approval from SBICAP. Distributing/taking/sending/dispatching/transmitting this Invitation in certain foreign jurisdictions (including the United States) may be restricted by law, and persons into whose possession this Invitation comes should inform themselves about, and observe, any such restrictions. Neither SBICAP and its affiliates, nor its directors, employees, agents or representatives shall be liable for any damages whether direct or indirect, incidental, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of this Invitation. Further, no representation or warranty, expressed or implied, is made or given by or on behalf of SBICAP or its affiliates, nor any person who controls it or any director, officer, employee, advisor or agent of it, or affiliate of any such person or such persons as to the accuracy, authenticity, completeness or fairness of the information contained in this Invitation and SBICAP or its affiliates or such persons do not accept any responsibility or liability for any such information and therefore, any liability or responsibility is expressly disclaimed. Page 2 of 9
Annexure I
Brief Particulars of Company:
Background:
An Indian pharmaceutical company incorporated in 1989 and listed at Bombay Stock Exchange and National Stock Exchange. Company commissioned Formulation Unit for manufacturing Oral Solid Dosages in 2008 which went into major capacity expansion in 2014. It received UK MHRA accreditation in 2013 and US FDA approval in November 2015. In 2009-2010, API facility was established and it received EU GMP accreditation in 2014 and also is US FDA inspected. It has an employee base of approximately 500 on direct pay roll and balance on Contract. Brief on manufacturing facilities of Company:
1. Formulation Unit:
o Manufacturing oral solid dosages (tablets, Capsules and Pellets) with a well-
established Finished Dosage manufacturing & Packaging facilities o Diverse Product Range: Paracetamol Tablets, Atorvastatin Tablets, Celecoxib
Capsule, Ranitidine Tablets, Valacyclovir Tablets, etc. o Certifications: US FDA, UKMHRA, WHO GMP, TG Australia, Health Canada and
proposed certification from South Africa ( Dossier is filed and inspection awaited) o Facility is spread over 14000 sq. m land with 11000 sq. m of constructed area
o Capacity Pellets: 300 MT annual
o Capacity Tablets & Capsules:
 Approximately 5400 mn  Capacity of handling batch sizes of 15 kg to 2000 kg  Packaging in strips (2 Nos), PVC-Alu Blisters/Alu-Alu Blisters (6 Nos), Bottle and Bulk packs ( 1 No) o Machinery: Wet Granulation lines (5 Nos), Glatt Combo-Fluid bed processor (3 Nos),
Compression Machines (6 Nos), Capsule filling machine (1 No) and Auto- Coaters (4 Nos) o Provision: To add 1 more Compression machine and 1 Bottle filling line to
strengthen packaging o Markets and Strategy:
 B2B model is driven by Annual rolling forecasts or Routine Orders from  Order based manufacturing  Strong Market in South America, Europe, Canada, and Australia.  US markets once opened will be single biggest market 2. API Manufacturing:
o State-of-the-Art API Manufacturing facilities with world class infrastructure
o Diverse product range like Ketoconazole, Trimetazidine, Memantine, Aripiprazole,
Glimepride, Nifedipine, Miconazole, Telmisartan, etc. o Certifications: EU-GMP (Last Audit – Dec, 2013), WHO GMP, KFDA, ISO 9001-2008,
o Inspection of Site: USFDA completed Inspection of site in July 2015
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o Ability to carry out various types of reactions including a secure area for high pressure reactions o Reactor Capacities:
 Line 1 - 2000 to 4000 litres of reaction capacities, Line 2 – 630 to 1500 litres and Line 3 – 63 to 100 litres  Facility constructed over approximately 6500 sq. m land area  Multipurpose facility designed and has 3 independent manufacturing units  Powder processing lines capable of handling low pilot scale batches to high batches upto 750 kg o Markets and Strategy:
 Own marketing model wherein Company manufactures and market the  Strong Market in India, South East Asia and South America.  Increasing Presence in Europe, Turkey and South Korea.  USA is a potential market as US inspection is now completed 3. Customer Network: Strong and wide range multinational clientele and has developed very
good relationships with top brands in pharmaceutical industry across the world. The key customers include Johnson & Johnson, Cipla, Sandoz, Aspen, Perrigo, Kent Pharmaceuticals, Empresas Andromaco, Kurtsan Ilaclars, etc. Page 4 of 9
Annexure II:
Account details of State Bank of India, Overseas Branch, for interested parties making an online
payment:
 Beneficiary Account Number: 98751047912
 Beneficiary Name: State Bank of India Overseas Branch
 IFSC Code: SBIN0004791
All the parties making an online payment are required to submit their Unique Transaction Reference
Number (UTR) along with acknowledgement proof of payment made while procuring the bid
document.
Page 5 of 9
Annexure III: Contact Details required
Important Note: The below details are required to be submitted on the Letter Head of the
prospective Bidder and signed by Authorized signatory
Indian Incorporated Entitles/ Individual Bidders
1. Profile of
Firm/Company/Organization
Constitution details (Public or
Private Company):
Date of incorporation:
Corporate Address:
Registered Address:
Telephone No:
Fax:
Email:
CIN No:
VAT No:
PAN No:
2. Contact Person Details
Name of the Official: Designation: Telephone No: Mobile Number: Email Address:  If the interested party is a foreign company/ overseas corporate body (OCB), please provide
with equivalent information to those required to be submitted by Indian incorporated
entities. In case of Private Equity funds, please provide with equivalent information to those
required to be submitted by Indian incorporated entities.
Page 6 of 9
Annexure IV
Note:
As a precursor to purchase the bid document;
 The Authorized representative of the prospective bidder needs to sign and stamp the Non-
Disclosure agreement (as per format given below on a plain paper) as a Receiving Party on
all pages.
 Details pertaining to the Disclosing party shall be filled later and a signed copy of the NDA shall be shared with the prospective bidder after the purchase of Bid document. NON-DISCLOSURE AGREEMENT BETWEEN
("Disclosing Party")
(To be filled up by the Disclosing party after the purchase of bid document)
("Receiving Party")
(The Disclosing Party and the Receiving Party shall be collectively referred to as the "Parties")
(To be filled up by the Receiving party/prospective bidder)
CONFIDENTIALITY UNDERTAKING
1. In consideration of your agreeing at our request to provide us with Confidential Information (as hereinafter defined) and Confidential Materials (as hereinafter defined) in order that we may evaluate such information in connection with a potential investment in (To be filled by the disclosing Party after purchase of bid document) (the
"Transaction"), we hereby agree and undertake as follows:- a) to treat the Confidential Information and Confidential Materials as strictly confidential and not to disclose or reveal the Confidential Information or Confidential Materials (or any portion thereof) to any person except:- to our employees, representatives and agents for the purposes of the Transaction on a need-to-know basis, provided that in such case we shall inform such persons of this Undertaking and the confidential nature of the Confidential Information and Confidential Materials and shall procure that such persons comply with the terms of this Undertaking as if they were party hereto. We will remain responsible for any breach of the terms of this Agreement by any of the persons mentioned herein to whom this Confidential Information and Confidential Materials would be disclosed by us; or Page 7 of 9
if disclosure is required in accordance with judicial or other governmental or regulatory order or request, provided that in such case we shall, if it is practicable in the circumstances to do so, give you reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent; b) to exercise in relation to the Confidential Information and Confidential Materials no lesser security measures and degree of care than those which we apply to our own confidential information; c) not to use the Confidential Information and Confidential Materials for any purpose other than in connection with the Transaction; d) not to reverse engineer, decompile or dissemble any software disclosed to us; e) to notify you immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Undertaking by us, and to cooperate with you in every reasonable way to help you regain possession of Confidential Information or Confidential Materials and prevent its further unauthorized use or disclosure; and f) to ensure destruction of Confidential Information and Confidential Materials, provided that we shall be entitled to retain one copy of the Confidential Information and Confidential Materials, and all summaries, internal memos or correspondence incorporating or making reference to the Confidential Information and Confidential Materials for our records in compliance with our internal procedures and regulatory requirements only and not for any other or further use or disclosure. 2. The following expressions shall have the following meanings in this Undertaking:- a) "Confidential Information" means all information which you or other members of the Joint Lenders Forum furnish to us for our evaluation in connection with the Transaction, including information that you designate as being confidential or which, under the circumstances surrounding its disclosure, is intended to be confidential. However, Confidential information shall not include information that we can conclusively establish:- has entered or that subsequently enters the public domain without our breach of any obligation owed to you; has become known to us from another source other than by reason of a breach of any obligation owed to you; or is independently developed by us without reference to your Confidential Information. b) "Confidential Materials" means any software and all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. Page 8 of 9
3. We further agree and acknowledge that all Confidential Information and Confidential Materials are and shall remain your property and that, by disclosing Confidential Information and Confidential Materials to us, you do not grant any express or implied right to us to or under any of your patents, copyrights, trademarks, or trade secret information; 4. We understand and agree that neither the you nor any of your directors, officers, employees, agents, advisors or representatives (i) have made or make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and Confidential Materials or (ii) shall have any liability whatsoever to us or our Affiliates relating to or resulting from the use of the Confidential Information and Confidential Materials or any errors therein or omissions therefrom. 5. Our obligations under this Undertaking shall terminate twelve months following the date of 6. The Parties acknowledge that monetary damages alone may be an inadequate remedy for breach of our obligations under this Agreement. In addition to any other remedy which may be available in law or equity, you shall be entitled to seek an injunctive order or to seek other equitable relief to potentially prevent a breach of this Agreement should it be established by the Court/Arbitral tribunal that such a breach has occurred or is likely to occur and to seek specific performance of this Agreement. 7. This Undertaking shall be governed by, and construed in accordance with, the laws of India. We submit to the exclusive jurisdiction of the courts of Mumbai, India. Yours faithfully,
For and on behalf of;
To be filled up by the
Name of Receiving Party: ……………………………………
Receiving Party
(Prospective Bidder)
I, having full authority to do so, hereby agree for and on behalf of (Disclosing Party) to above-terms.
To be filled up by the
Disclosing Party after
purchase of bid document
Company Seal/Stamp: ……………………………………… Page 9 of 9

Source: https://www.sbi.co.in/user.htm?action=downloadfile&fileid=30701