Key highlights of the amendments are as follows: –

1. Definition of “Valuer”:

The term “valuer” shall have the same meaning as assigned under Section 247 of the Companies Act, 2013, as amended from time to time.

2. Offer Price:

a. Direct Acquisition of Shares / Voting Rights / Control

Where shares of the target company are not frequently traded, the offer price shall now be determined by an independent registered valuer (earlier determined by the acquirer and the manager to the open offer).

b. When Offer Price Cannot Be Determined

In the event the offer price is incapable of being determined – the offer price shall be the fair value of shares of the target company, determined by an independent registered valuer (earlier determined by the acquirer and the manager to the open offer).

c. SEBI-directed Valuation

SEBI may require valuation of shares by an independent registered valuer, at the expense of the acquirer (earlier undertaken by the acquirer and the manager to the open offer).

d. Ongoing valuation assignments undertaken before commencement of this amendment shall be completed within nine months from the effective date.

3. Mode of payment:

Where listed securities are offered as consideration:

The share exchange ratio must now be certified by a registered valuer. (earlier certified by the merchant banker (other than the manager to the open offer) or an independent chartered accountant having a minimum experience of ten years).

Ongoing valuation assignments prior to commencement must be completed within nine months.