The promoters and members of the promoter group (“Sellers”) of Route Mobile Limited (“Company”) have entered into a Share Purchase Agreement dated July 17, 2023 (the “Share Purchase Agreement” or “SPA”) with Proximus Opal S.A./ N.V. (“Acquirer”) and Proximus S.A. (“Proximus”), pursuant to which the Sellers propose to sell their entire shareholding (“Sale Shares”) in the Company to the Acquirer.
The sale of such equity shares under the SPA is proposed to be executed at a price of Rs 1,626.40 per equity share.
Mr Rajdipkumar Chandrakant Gupta shall continue to serve as the group Chief Executive Officer and Managing Director of the Company post consummation of the SPA and any revision in his employment terms shall be subject to board and shareholder approval of the Company. In addition, Mr Rajdipkumar will be appointed as the head of the communications platform as a service (CPaaS) business of the group.
The consummation of the SPA would result in the Acquirer acquiring control over the Company. The foregoing proposed transaction being hereinafter referred to as the “Proposed Transaction”.
The Proposed Transaction shall attract an obligation on the Acquirer to make an open offer. Acquirer has announced the open offer at the same price, that is, Rs 1626.40 per share.
In addition, the Board was informed that Proximus has entered into a share sale agreement with Clear Bridge Ventures LLP, an affiliate of the Sellers (referred to as the “Sellers’ Affiliate”). Pursuant to the agreement, the Sellers’ Affiliate intends to make a minority investment in the Acquirer and acquire 94,10,742 equity shares of the Acquirer from Proximus (representing up to a maximum of 14.5% of the share capital of the Acquirer).
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