CAIRN-VEDANTA Deal structure

 Cairn to sell a maximum of 51 per cent of Cairn India to Vedanta.

 Consideration of up to US $8,480m (INR 396,561m), based on US$8.66 (INR 405) per Cairn India share*.  A premium of approximately 32 per cent to the Cairn India average closing price for 90 days prior to 14 August 2010  Put and call options, exercisable after July 2012 and July 2013,toensure a majority interest in Cairn India can be sold (exercisable at US $8.66 (INR 405))  Intention to return a substantial proportion of the proceeds from the transaction to Cairn shareholders.  Retained cash will provide Cairn with financial flexibility to pursue an active exploration programme in its leading acreage position in Greenland and future growth opportunities.  Continued exposure to Rajasthan through the retained shareholding in Cairn India.

 For each Cairn India share subject to the Proposed Transaction, Vedanta will pay Cairn US $8.66 (INR 405) in cash on completion, comprising:   US $1.07 (INR 50) (pursuant to the non-compete arrangements) US $7.59 (INR 355) (pursuant to the sale and purchase agreement)

Key Transaction Terms
Vedanta acquiring 51% to 60% of Cairn India for a total consideration of $8.5bn to $9.6bn. Vedanta to acquire a 31% to 40% interest. Sesa Goa to acquire a 20% interest. Implied equity value of Cairn India of $16.6bn. Premium of 21.8% to the undisturbed share price of INR332.602Subject to shareholder and regulatory approvals Immediately EPS accretive for shareholders.

If SesaGoa’s open offer is not fully taken up. Common operating philosophy: focus on delivery and costs Enhances and diversifies Vedanta’s strong growth profile Financial flexibility retained and no impact on existing expansionprogrammes Immediately EPS accretive for shareholders Legal & Political Impact Cairn has given certain non-compete undertakings covering theterritories of: Bhutan Sri Lanka Pakistan . Leverages Vedanta’s core skills.Funded through debt and cash resources Transaction Details Vedanta Group to acquire between 51% -60% of Cairn India via thefollowing steps. Vedanta Resources Plc to acquire 51% from Cairn Energy SesaGoa to tender for 20% via an open offer Vedanta's purchase to be reduced by the shares acquiredunder the tender offer to a minimum of 40%. it will purchaseshares from Vedanta Plc to reach 20% Put and call options written to enable either Vedanta or Cairn Energy to ensure a minimum of 50% of Cairn India is acquired from Cairn Energy. synergies: Unique Opportunity to Create Value Creating an Indian natural resources champion: comprehensive footprintacross India’s resources sector World class asset and management team.

Vedanta has already published an advertisement making an openoffer to the minority shareholders of Cairn India as part of thetakeover exercise. . a unit of the UK's Cairn Energy. Cairns have sought the approval of shareholders for the deal & expectsto complete by early October. Current Status and Post Impact of the deal on 17 SEP ‘10 Regulatory approval for London-based Vedanta Resources' deal to buy acontrolling stake in Cairn India. for a period of three years. the Oil Secretary said on 16th Sept’10.India pursuant to which Cairn has agreed that. will takeat least a month. which is slated to open on 11 October. The conclusion of the deal is "conditional to completion of open offer inIndia".

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