*The promoters too have covenanted not to compete for 5 years for an
aggregate non-compete fee of Rs 35 crore.*

French electrical switch company Legrand has made an offer to buy the
switchgear division of Indo Asian Fusegear for a total consideration of Rs
600 crore. The Board of Directors of Indo Asian Fusegear Ltd has, on July
22, 2010, approved the sale. Ambit Corporate Finance acted as the exclusive
investment bankers to Indo Asian Fusegear Ltd.

The buyer will acquire the switchgear business for a purchase consideration
of Rs 495 crore. The buyer will in addition pay to the company a non-compete
fee of Rs 35 crore for a non-compete covenant for five 5 years. The
promoters too have covenanted not to compete for the same period for an
aggregate non-compete fee of Rs 35 crore. The buyer will also acquire, for a
consideration of Rs 35 crore, the brands owned by Indo Asian Marketing Ltd.,
a company promoted by the promoters, and which are used by the switchgear
business.

Indo Asian Switchgear is a major player in the retail market for protection
devices (miniature and residual current circuit breakers, distribution
boards, relays, etc.) while Legrand holds strong positions in both high
value-added protection systems--mostly used in project business--and in
premium wiring devices. With total revenues in FY10 in excess of Rs 230
crore, Indo Asian Fusegear Limited are the pioneers in manufacturing of CFLs
in India. Legrand, the global specialist in electrical and digital building
infrastructures, reported sales of €3.6 billion in 2009.

Indo Asian Fusegear hit the upper circuit today with share price going up by
nearly 5% to Rs 108.75. At this price, the company has a market
capitalisation of Rs 175 crore.

Ashish Dhawan, founder and senior managing director of Chryscapital, one of
India's largest homegrown private equity funds, is the biggest non-promoter
shareholder in the firm. Dhawan holds around an 8.38% or 1.35 million shares
as of March 2010 in the company in personal capacity.

By removing the additional non-compete payment made to promoters, the deal
translates into a value of Rs 350 per share.

Indo Asian Fusegear chairman and managing director VP Mahendru said, "The
board has approved Legrand's offer. The company also has plans to pursue
opportunities in the areas of advance lighting systems (including the most
efficient lighting source-LED), and products for energy management and
conservation." The board will be recommending a special dividend to the
shareholders out of the proceeds of the sale of the switchgear business,
added Mahendru.

Legrand India managing director Yves Martinez said, "It is our objective
that Indo Asian switchgear division and Legrand will keep their current
network, product catalogue, teams, commercial terms, and continue to develop
fast on their own. We intend to accelerate the growth rate of both
companies, by continuing sustained growth investments such as the launch of
new products, the addition of commercial manpower.”


-- 
Regards

Hardik Shah

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