Completion of Acquisition
India Hospitality Corp.
20 July 2007
For Immediate Release 20 July 2007
India Hospitality Announces Completion of the Acquisitions of Mars Restaurants
and SkyGourmet Catering
New York, NY. - July 20, 2007 - India Hospitality Corp. (LSE: IHC, IHC or India
Hospitality), today announced that it has completed the acquisition from Navis
Capital Partners and its Affiliates of India-based Mars Restaurants Private
Limited (MRPL or Mars), an emerging hotel and restaurant company, and SkyGourmet
Catering Private Limited (SCPL or SkyGourmet), an airline catering company
operating out of four locations in India, in a transaction involving cash and
shares and valued at approximately US $110 million. IHC's ordinary shares and
warrants are expected to be re-admitted to trading on the AIM market of London
Stock Exchange plc on 24 July 2007.
The acquisition and certain other related matters were approved at an
extraordinary general meeting of IHC shareholders held on July 17, 2007.
Under the terms of the acquisition agreement, IHC paid the sellers of MRPL and
SCPL approximately US $110 million of which approximately US $91.6 million was
paid in cash with the remainder comprising 3,066,667 new ordinary shares in IHC.
Additional management incentives may become payable if the businesses achieve
certain performance targets.
Following completion of the transaction (but prior to any repurchase of IHC
ordinary shares pursuant to repurchase rights offered to shareholders who voted
against approving the acquisition at the extraordinary general meeting of IHC
held on July 17, 2007), prior India Hospitality shareholders own approximately
88.9% of IHC and insiders, including Hayground Cove Asset Management and Navis
Capital Partners, hold approximately 51.1%. There will be no change in the
composition of the Board of Directors of Mars or SkyGourmet which includes
representatives of Navis Capital Partners and its Affiliates. Mr. Sanjay Narang,
the founder of both Mars and SkyGourmet, continues as the President of both
companies and along with his current management team, will continue to manage
and have an active role in the businesses.
Navis and its affiliates have also been granted an option to subscribe in
aggregate for up to US $75 million of new ordinary shares in IHC, which, if
exercised in full, would result in its ownership interest in IHC increasing to
approximately 20.7% on a fully diluted basis.
About Mars
Mars was incorporated in 2000 by Mr. Sanjay Narang and his management team with
the objective of operating and managing restaurants. Since its incorporation,
Mars has diversified into bakery outlets and operating and managing food courts
and hotels. For the nine months ended December 31, 2006, MRPL had audited
revenues of approximately US $7.2 million. MRPL currently employs over 550
people.
About SkyGourmet
SkyGourmet was incorporated in 2002 and is headquartered in Mumbai. SkyGourmet
currently provides inflight catering services to a number of domestic and
international airlines, including Jet Airways, Kingfisher Airlines, Air India
Express, Indian Airlines, Malaysian Airlines and Air France. It has operations
in Mumbai, Bangalore, New Delhi and Pune. For the nine months ended December 31,
2006, SCPL had audited revenues of approximately US $11.7 million. SkyGourmet
currently has over 1,150 employees.
About India Hospitality Corp.
IHC is a blank-check company created to acquire Indian businesses or assets in
the hospitality, leisure, tourism, travel and related industries, including but
not limited to hotels, resorts, timeshares, serviced apartments and restaurants.
In August 2006, IHC raised US $103 million in an IPO and private placement and
is listed on AIM, a market operated by London Stock Exchange plc, under the
ticker IHC. The Company was sponsored and advised by Hayground Cove Asset
Management LLC, a New York-based investment management firm with approximately
US $2.8 billion in gross assets under management.
Post Transaction Management of the Business
Mars and SkyGourmet now constitute all of the operating assets of IHC. Existing
management, under the direction of founder and current President, Sanjay Narang,
have remained in place. IHC and Navis believe that greater efficiencies and
operations, cost savings through economies of scale, growth opportunities and
other synergies can be obtained by combining and restructuring the businesses of
Mars and SkyGourmet which would eventually result in greater customer
satisfaction and share value. The Company is seeking to become the largest
organized food service operator in the country.
Banyan Tree Capital is IHC's exclusive financial advisor in connection with the
transaction. Proskauer Rose LLP, led by Jeffrey Horwitz, is overall transaction
counsel for IHC.
For Further Information Contact:
Investor Relations Contact: ICR Inc.
William Schmitt
203-682-8200
Media Contact: Buchanan Communications
Richard Darby, Isabel Podda, Susanna Gale
+44 207 466 5000
Nominated Adviser and Broker: Deutsche Bank
Mumtaz Naseem
+44 20 7545 8000
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and with respect to UK
commodity derivatives business by the Financial Services Authority; regulated by
the Financial Services Authority for the conduct of UK business. Deutsche Bank
is acting exclusively for IHC and no-one else in connection with the acquisition
and related transactions and other matters referred to in this announcement and
will not be responsible to anyone other than IHC for providing the protections
afforded to clients of Deutsche Bank AG nor for providing advice in relation to
the acquisitions and related transactions or any matter referred to in this
announcement.
Deutsche Bank is IHC's nominated adviser and broker for the purposes of the AIM
Rules for Companies. Its responsibilities as IHC's nominated adviser and broker
under the AIM Rules for Nominated Advisers are owed solely to London Stock
Exchange plc and not to IHC, any director of IHC or any other person.
No offer or invitation to purchase or subscribe for ordinary shares in or
warrants to purchase or subscribe for ordinary shares or warrants of IHC is
being made by this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange