Arcasia, ATX launch voluntary offer for Industrial Asphalts at 40 cents a share

• Offer values Industrial Asphalts at nearly Rs. 1.5 b based on 3.75 b issued shares
• Binding agreements secure acceptances for 50.16% stake from two shareholders
• Offer converts to mandatory offer once binding acceptances are tendered
• Detailed offer document due within 28 days under Take-overs Code

Arcasia Investment and Trading Ltd. and ATX Partners Ltd. have announced a voluntary offer to acquire all the issued and paid shares of Industrial Asphalts (Ceylon) PLC at 40 cents a share, having already secured binding undertakings representing 50.16% of the company’s issued share capital. 

The offerors said they intend to acquire all 3,749,411,250 issued shares of Industrial Asphalts at a consideration of 40 cents per share under the voluntary offer made in terms of the Company Take-overs and Mergers Code. 

The share ended Friday unchanged at 60 cents. The company reported assets of 47 cents a share as of end-March 2026. Govindasamy was the top shareholder with a 48.03% stake, followed by Senthilverl Holdings (4.71%), B. Srikumar (4.27%), A.J.S.N. Amerasinghe (2.04%), and S.A. Gulamhusein (2.04%).

Industrial Asphalts Director Ramanan Govindasamy has entered into a binding share sale and purchase agreement to sell his entire holding of 1,800,693,010 shares, representing approximately 48.03% of the company, at the offer price. Separately, Srikumar Balasubramaniyam has agreed to sell 80 million shares, equivalent to approximately 2.13% of the issued capital, under a separate binding agreement. 

The two agreements provide the offerors with undertakings over 1,880,693,010 shares, or approximately 50.16% of the issued ordinary shares. The offerors said they have not received any other undertakings from shareholders either to accept or reject the offer.  The offer is conditional on the acquisition of more than 50% of Industrial Asphalts’ shares. Upon the tender of the agreed shares by the two shareholders, the voluntary offer will automatically convert into a mandatory offer under Rule 31 of the Company Take-overs and Mergers Code. 

The offerors also declared that neither they nor any parties acting in concert had acquired shares in Industrial Asphalts during the 12 months preceding the commencement of the offer period. 

Once the agreed acceptances are received, the offer will become unconditional as to acceptances, requiring the offerors to purchase all shares tendered at the offer price, while shareholders will no longer be entitled to withdraw shares submitted under the offer. 

The two offerors will acquire shares tendered under the offer in equal proportions, with each purchasing 50% of the shares accepted by shareholders. Shares acquired under the offer must be free of all liens, charges, pledges and other encumbrances. 

Arcasia, incorporated in 2019, said its principal activities include investment management, trading and related commercial operations, while ATX, incorporated in 2024, is engaged in retail trade and related commercial activities. The companies said they are acting in concert for the purposes of the transaction and currently hold no shares in Industrial Asphalts. 

The offer will be open to all shareholders registered at the close of the offer. A detailed offer document, including the offer timetable and other relevant information, will be dispatched to the board and shareholders of Industrial Asphalts within 28 days of the announcement.