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RAIDER
Will This Man Win?
Little-known Abhishek Dalmia is suddenly
the centre of Gesco Corp's universe. Who is he and can he pull his raid
off?
By
Ranju Sarkar
Dramatic
irony in corporate sagas doesn't get better than this. On July 21, at
Gesco Corporation's annual general meeting (AGM), at the Y.B. Chavan
Centre in Mumbai, a shareholder stood up to ask the real estate company's
Executive Vice-Chairman Sudhir Mulji a question: "If your market cap
is so low (Rs 23 crore on that date) and the promoter stake less than 15
per cent, isn't Gesco Corp a sitting duck for a raider?"
Mulji brushed the scare away lightly:
"If there's a takeover bid, I will welcome that since shareholders
will gain." Mulji and Ghanshyam Sheth, CEO of Gesco Corp, should have
taken heed. For, seated among the shareholders was Sanjay Bakshi, an
Abhishek Dalmia confidante. And even as Mulji made light of the takeover
scare, Dalmia was busy mopping up shares of the Sheth-managed company.
Events unravelled quickly since. By October
13, 2000, Dalmia and his associates had cornered more than 5 per cent of
Gesco Corp stock and, five days later, informed the company, the Bombay
Stock Exchange, and the Securities and Exchange Board of India. A
full-blown hostile raid for the undervalued real estate company was on.
Mortified by the thought of losing a
company newly spun off in March this year from the Great Eastern Shipping
Co. (Gesco), the Sheths scurried for help. Sheth appointed Uday Kotak's
Kotak Mahindra as investment advisor; the duo then approached HDFC CEO
Deepak Parekh for advice, who quickly put them in touch with the Mahindras.
Their long-time friend and corporate chieftain, Anand Mahindra, readily
lent financial firepower, by making his Mahindra Realty and Infrastructure
Developers join the Sheths in making a counter-offer of Rs 36 per share
versus Dalmia's Rs 27. At the time BT went to press, Dalmia was
considering upping the ante on the counter-offer.
Says Sheth: "The company was born only
in March, and we had been putting our mind to consolidating the business.
We were not even focused on these issues."
Just who is Abhishek Dalmia?
The
Predator's Diary |
April-June
1999: Dalmia buys into low-value scrips like Great
Eastern Shipping and EIH Ltd. |
March
2000: GE Shipping demerges real estate division to form
Gesco Corporation |
June
2000: Dalmia disposes of most of his holdings in Gesco
Corporation |
July
2000: Sanjay Bakshi, Dalmia associate and a Gesco
shareholder, gets the 1999-2000 annual report |
July
9, 2000: Bakshi discovers that Gesco has assets of Rs 152
crore, but is quoting near par of Rs 10; Dalmia starts buying |
July
21, 2000: Dalmia's team attends Gesco AGM in Mumbai |
Early
Oct. 2000: Dalmia offloads Rs 70 crore stockholdings of
Utkal to prepare a war chest |
Oct
13, 2000: Crosses 5-per cent limit in Great Eastern
Shipping's equity (5.8%) |
Oct.
18, 2000: Informs company; notifies SEBI and exchanges on
its plans to make an open offer |
Oct.
18, 2000: Announces plans to make an open offer for an
additional 45% stake at Rs 27 a share |
Nov.6,
2000: Sheths rope in the Mahindras with the help of
Deepak Parekh; HDFC extends credit |
Nov.
7, 2000: The sheths & the Mahindras make a
counter-offer for 33.5% stake at Rs 36 a share |
The
self-confessed Warren Buffet fan (he claims to have read all of Buffet's
letters written to shareholders since 1977) is a scion of the Ajai Hari
Dalmia family, whose patriarch is Jaidayal Dalmia, founder of Orissa
Cement Ltd (OCL). When OCL-whose control passed on to his sons, Mridu Hari,
Ajai Hari, and Raghu Hari, in 1975-split for the first time in 1999, Mridu
Hari and Raghu Hari got OCL, and Ajai Hari was given the company's
businesses in the US and UK, Utkal Investments (with holdings of about Rs
75 crore), and some stake in the family's privately-held granite business.
The young Dalmia-who sports a pony-tail for
religious reasons, despite his ca and internship with Pricewaterhouse
Coopers-joined the family business in 1992, and was put through different
functions at OCL. He's also worked in other group companies like Softek
and First Capital, now managed by cousin Gaurav Dalmia. His family's
overseas interests include trading, real estate, and auto dealerships.
Following the decisive 1999-split, the
31-year-old Dalmia floated his own venture, Capital Ideas, an investment
advisory. "I was more comfortable with numbers and markets,"
says the Modern School (Delhi) alumni. Not surprisingly, when Bakshi, also
a Director on the Utkal board, made a phone call to Dalmia one Sunday
morning last July to share some juicy details he had picked off Gesco
Corp's annual report, Dalmia sat up. Within hours of discovering that the
Sheth company was badly undervalued, the duo decided to start accumulating
its shares.
Predator with a purpose?
Like his guru Buffet (a.k.a. the Oracle of
Omaha), Dalmia believes in buying stocks cheap and staying invested for a
long haul. But is his Gesco threat, a la Arun Bajoria, an arbitrage play?
Dalmia denies it. "I wouldn't be bidding for it if I weren't
serious," he says.
There's no denying that the target is
attractive. Although Gesco Corp earned just Rs 5.14 crore in net profits
last year, it has properties in prime locations like Delhi, Mumbai,
Bangalore, and Pune, accounting for an asset base of Rs 152 crore. And
Dalmia seems intent to go the whole hog. He's already liquidated Utkal's
investments to raise Rs 70 crore for the bidding battle. Following the
first round of offer from Dalmia and counter - offer by the Sheths, Gesco
Corp - whose equity is just Rs 28.76 crore -has seen its market value soar
from Rs 23 crore in July to Rs 125 crore at the last count (on November
10, 2000).
Already, Dalmia's tab (at Rs 27 per share
for an additional 45 per cent stake) is at a high Rs 35 crore - and upping
Sheth's new offer of Rs 36 would add Rs 17 crore to the bill, if he
increases the offer price to Rs 40, a price beyond which the takeover bid
may make little sense. Says Dalmia: "The best-case scenario is that
we get hold of the company and the worst case is that we don't. We have to
take a view on the counter-offer."
The bottomline: even if the Sheths manage
to wrest Gesco Corp back, it will be Dalmia (who can exit at the higher
offer price) who'll be laughing his way to the bank.
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