The Bangladesh Securities and Exchange Commission (BSEC) will examine the scheme of amalgamation of Renata Ltd and its subsidiary Renata Oncology Ltd, sources said.
The securities regulator has sought relevant documents from Renata Ltd., the transferee company that wants to absorb Renata Oncology, within three working days.
Renata Ltd. will have to submit a copy of the petition it filed at the High Court for the merger of the two companies.
The BSEC has also sought copies of the memorandum and articles of association, audited financial statements, all price sensitive information, minutes of board meetings, independent valuation reports, asset revaluation reports and other relevant information of both the companies.
Renata Ltd.'s board of directors has already approved a draft proposal for the amalgamation of the two companies.
The company said the process will begin after it obtains approval from its creditors, shareholders, the High Court and other legal and regulatory authorities.
According to the draft proposal, the absorption will take place with the exchange of 0.02 shares of Renata Ltd for each share of Renata Oncology Ltd.
The exchange will be based on net asset value per share as of June 30, 2019, supported by audited financial statements of the two companies.
"We have already submitted the relevant documents about the scheme of amalgamation," said Md Jubayer Alam, the company secretary of Renata Ltd.
The merger will be completed with the consent of creditors, shareholders and a sanction by the High Court, he said, adding, "If we get approval from multiple stakeholders, we will move forward with the process."
Renata Oncology – the transferor or the weaker entity – is a private limited company incorporated on August 12, 2012 under the Companies Act 1994. Renata Ltd holds 99.99 percent share of the company.
The core activities of Renata Oncology are manufacturing, marketing and distributing various oncology (cancer) treatment products.
It has an authorised capital of Tk100 crore and a paid-up capital of Tk8 crore. The number of the company's shares is 80 lakh with a face value of Tk10 per share.
As of June 30, 2019, the company earned Tk3.06 crore in revenue. Its operating loss is Tk23 lakh and total comprehensive loss is Tk74 lakh with total equity and liabilities amounting to Tk41.13 crore.
Renata Ltd is one of the fast growing pharmaceutical and animal health product companies in Bangladesh.
The company started operations in 1972 as Pfizer (Bangladesh) Ltd. In 1993, Pfizer transferred the ownership of its Bangladesh operations to local shareholders who renamed it Renata Ltd.
The central business of the company is producing pharmaceuticals for humans, and animal health products.
The company was listed with the Dhaka Stock Exchange in 1979. The authorised capital of the company is Tk100 crore, while the paid-up capital is Tk80.54 crore. The number of its shares is 8.05 crore with a face value of Tk10 each share.
In the last audited financial year ended on June 30, 2019, the company earned Tk382.33 crore in net profit. Its basic earnings per share is Tk47.47 and net asset value per share is Tk227.04.
The last trading price of Renata Ltd's share in the capital market was Tk1,215. On Tuesday, the company traded shares worth Tk81 lakh.