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Consulting LLP


August 24, 2018


Cognizant acquires SaaSfocus

Cognizant on Thursday announced that it has agreed to acquire SaaSfocus, a Noida-based consulting firm specialising in digital transformation. Financial details were not disclosed. The acquisition will expand Cognizant’s end-to-end digital transformation services and Salesforce cloud capabilities in the Asia-Pacific region. Over 350 SaaSfocus consultants will become part of Cognizant’s Salesforce practice, it said in a statement. The transaction is expected to close in the fourth quarter of 2018.


June 07, 2018


Why Microsoft Is Willing to Pay So Much for GitHub


Microsoft’s $7.5 billion acquisition of GitHub at close to 30x annual recurring revenue (an astronomical multiple) is causing ripples in the market.

Microsoft is not paying $7.5 billion for GitHub for its ability to make money (its financial value). 

It’s paying for the access it gets to the legions of developers who use GitHub’s code repository products on a daily basis (the company’s strategic value) — so they can be guided into the Microsoft developer environment, where the real money is made.

​While Microsoft’s acquisition of GitHub is major news, it is just another in a long line of illustrations of a basic truth about the primary value of most successful high-tech startups. Namely, building a self-sustaining business is the exception, not the rule. Strategic, not financial, value is what drives most successful outcomes. 


April 29, 2018


Airtel-Telenor deal may hit roadblock 


Bharti Airtel’s acquisition of Telenor India may hit roadblocks, with the Norwegian company’s local unit considering filing for bankruptcy protection amid mounting daily losses and a tussle over a bank guarantee poised to delay government approval of the deal.


The acquisition plan, announced in February 2017, has not closed and is well past the 12-month closure timeline expected by the two companies. 


The Department of Telecommunications (DoT) is likely to move the Supreme Court this week against a telecom tribunal order that told the government to clear the deal without having Bharti Airtel  submit a bank guarantee for about Rs 1,700 crore, people familiar with the matter said. 


The Competition Commission of India, Sebi, the stock exchanges and NCLT have already approved the acquisition and only DoT has to endorse it.


The DoT is bent on getting a bank guarantee from Airtel equal to Rs 1,499 crore for one-time charges for airwaves allocated to the telco and over Rs 200 crore for spectrum payment owed by Telenor before approving the deal. 



APRIL 10, 2018

Novartis CEO Spurs Rare-Disease Shift With $8.7 Billion Deal


Novartis AG agreed to acquire AveXis Inc. for $8.7 billion to gain a promising drug to treat a rare disease that afflicts infants, hastening a shift toward gene therapy and precision medicines.

Shareholders of the Bannockburn, Illinois-based company will receive $218 a share in cash in a tender offer, Novartis said in a statement Monday. The price is 88 percent above where AveXis closed Friday.


February 22, 2018



1) ​FEDERAL BANK VENTURES IN TO INVESTMENT BANKING
The Board of Directors of Federal Bank has approved acquiring a strategic minority stake of 26% in Equirus Capital Pvt. Ltd. (ECPL) subject to statutory and regulatory approvals and satisfactory completion of financial and legal due diligence. 
The Investment rationale has been driven by the need to increase the product offerings to a spectrum of wholesale clients by offering comprehensive financial solutions for Debt & Equity Capital Markets, Structured Finance, Capital Market products and Advisory.
The association can also aid Federal Bank in offering a host of products including wealth management services to HNI and the NRI diaspora. 
The strategic tie-up would help shore up non interest earnings for the Bank while creating additional revenue streams with identified clients. 


2) National Housing Bank (NHB) has approved the merger of the company along with Capital Home Finance and Capital First Securities Limited with IDFC
The Merger of IDFC Bank with Capital First Home Finance Limited and Capital First Securities Limited (collectively, the ‘Amalgamating Companies’)  have been approved by National Housing Bank(NHB) and are now awaiting its final approval from the Reserve Bank of India and other statutory and regulatory bodies.
With this merger, the bank is set to create Rs 88,000-crore combined entity. The new entity will offer a distribution network consisting of 194 branches, 353 dedicated banking correspondent outlets, more than 9,100 micro ATM points, and will be catering to over 5 million customers.
IDFC Bank and Capital First began the journey to realise their ambitions when they announced a merger to form a combined entity with assets under management of Rs 88,000 crore.

3) InvIT IndiGrid makes first third-party acquisition for Rs 2 billion

In a first for the country, Infrastructure investment trust (InvIT) IndiGrid has acquired a partial stake in Patran Transmission for Rs 2.32 billion, making it the first third-party acquisition by an InvIT. 
In addition, IndiGrid has also acquired three assets from its sponsor Sterlite Power Grid Ventures for Rs 14.10 billion.“IndiGrid has completed the acquisition of three assets — RAPP Transmission Company Limited, Purulia and Kharagpur Transmission Company Limited and Maheshwaram Transmission Limited (MRP) from its Sponsor — Sterlite Power Grid Ventures Limited.
The purchase consideration for the three assets is Rs 14.10 billion.The three assets include five transmission lines aggregating 1,425 km, awarded on the perpetual basis on a Build, Own, Operate and Maintain model through competitive bidding. The residual contractual life is about 34 years and these inter-state assets operate under the Point of Connection mechanism.
With the latest acquisitions, the present AUM for the InvIT stands at Rs 53 billion for six projects.





December 25, 2017


Reliance Infrastructure Ltd (RInfra) has signed a definitive binding agreement to sell its Mumbai power business to Adani Transmission Ltd for Rs18,800 crore.

While initially the company will be paid Rs13,251 crore, about Rs5,000 crore will come into the company’s books after the successful resolution of certain regulatory issues, most likely in 2018-19. The Deal is likely to close by March 2018.

The deal will see the Adani Group taking over the distribution of over 1,800 megawatt (MW) of power to roughly 30 lakh customers in Mumbai and 500MW of thermal power generation capacity.


October 5, 2017


UK’s Worldline acquires Indian fintech firm MRL PosNet for $105m


To strengthen its operations in India, European payment services company Worldline has entered into an agreement to acquire 100 per cent stake in financial technology firm MRL PosNet for 89 million euros ($105 million).

Chennai-headquartered MRL PosNet is a technology-led, integrated merchant acquiring solutions provider, which claims to have 100,000 payment terminals and processes close to 1.13 billion euros worth of transactions an annual basis


The acquisition has provided Worldline with a strong customer base of banks in southern India. Founded in 2008, MRL PosNet has partnered with 18 banks for merchant services.



July 07, 2017


Oil behemoth in making, Govt to finalise ONGC-HPCL deal soon

The Union government is inches away from finalising a deal between the state-run oil entities ONGC and HPCL, in which ONGC will acquire 51% stake of HPCL, reported a leading business daily. Cabinet approval regarding this deal is expected to come in within the next few weeks.
 
This deal will give both the companies capacity to bear higher risks, avail economies of scale, commit to bigger investment decisions and create more value for the stakeholders.

 

July 01, 2017


Shriram Capital Ltd and IDFC Ltd likely to Merge

As per market rumours, both Shriram Capital and IDFC are in talks to merge their businesses to create a financial services behemoth with combined revenue of more than $4 billion.

It is also rumoured that the entire lending business of Chennai-based Shriram Capital, which includes listed entities such as Shriram Transport Finance Ltd and Shriram City Union Finance, will be merged with IDFC Bank, a unit of IDFC Ltd and that the  unlisted entities under Shriram Capital, which includes the life and general insurance companies, will be combined with IDFC, they said.



May 18, 2017


Strides Shasun to acquire 50% stake in  two Vivimed arms


Pharmaceuticals firm Strides Shasun Ltd has agreed to acquire a 50 per cent stake each in two wholly-owned subsidiaries of Vivimed Labs Ltd to form joint ventures.

According to a stock market notification, Strides Shasun will acquire a 50 per cent stake in Hyderabad-based Vivimed Labs’ pharmaceutical formulations plant in Chennai for Rs 66 crore ($10 million).

This will provide Strides Shasun additional capacity and help in derisking its manufacturing infrastructure.

The firm will also invest Rs 9 crore ($1.4 million) in Vivimed Global Generics Pte Ltd, through Strides Pharma Global Pte Ltd.

This entity will own certain approved Abbreviated New Drug Applications (ANDAs) and product pipeline from Vivimed Labs.





May 01, 2017


HCL Info to sell Digischool

HCL Learning Ltd, a wholly owned subsidiary of HCL Infosystems Ltd, will sell its Digischool business to Chennai-based Everest Edusys and Solutions Pvt. Ltd.

The Digischool business sells software licences for educational content to K-12 schools.

HCL Infosystems will in turn acquire  33 per cent stake in the education company, it said, in a filing to the stock exchanges.

According to the disclosure, HCL Learning will sell Digischool for Rs 20 crore in cash and optionally convertible debentures.

In return, Everest Edusys will issue shares worth a 33 per cent stake to the Noida-based company.

Once the deal is completed by September, Everest Edusys will become an associate company of HCL Learning.


April 29, 2017

Jaquar & Co. Pvt. Ltd, a Gurgaon-based bathroom fixtures and faucets brand, has acquired Euro Ceramics Ltd’s sanitaryware plant for Rs 100 crore ($15.5 million), according to a statement.


“The takeover of Euro Ceramics’ manufacturing plant will help us achieve a turnover of Rs 3,500 crore in the financial year 2017-18,” said Rajesh Mehra, director at Jaquar Group. We have planned to invest Rs 80-90 crore more on this plant during this year on modernisation and capacity expansion,” Mehra further said adding that a planned upgrade will take the plant’s production capacity from 1.2 million sanitaryware pieces to 1.8 million pieces in 2017-18.



April 03, 2017


MCA RELAXES NORMS FOR M&A DEALS CLEARANCE BY CCI

In an important development that will impact corporate dealmaking in India, the Ministry of Corporate Affairs has eased the criteria for notifying a transaction to the
Competition Commission of India (CCI). These criteria determine if details of a transaction have to be filed with CCI to assess the impact on competition.

The ministry has, via a notification, extended the scope of target exemption to transactions structured as mergers and amalgamations.


Under the Competition Act, 2002, transactions where the target enterprise (whose shares, assets, voting rights or control are being acquired) either has Indian assets of less than Rs 350 crore or a turnover in India of less than Rs 1,000 crore do not need CCI approval.

Earlier, only acquisitions qualified for this exemption. The CCI interpreted the ministry’s notification on target exemption to be applicable
only to acquisitions and not to mergers/amalgamations.


But a merger and amalgamation is also an acquisition as it is an  acquisition of control.

The ministry’s notification has also stated that to determine whether a transaction, structured as an asset sale or sale of a division, must be filed with CCI,
the value of the assets or turnover of the entity being sold will be considered. Earlier, the value of the assets or turnover of the seller was taken into account to determine notifiability.



April 01, 2017


2016-17: A record year for Indian M&A deals at $61billion


This financial year(2016-2017)  has set a record for mergers and acquisitions (M&As) in India, with deals worth $61.26 billion—more than double the value of transactions last year.


In 2015-16, M&A deals were worth $27.62 billion.


The sharp increase was a result of both strong foreign buying interest and consolidation underway across sectors including telecom, cement and energy.


From Rosneft PJSC’s acquisition of Essar Oil Ltd to the merger agreement between Vodafone India Ltd and Idea Cellular Ltd, 2016-17 has largely been a year of big ticket M&A deals. 


Inbound deals worth $21.2 billion and domestic deals worth $35.6 billion were reported in the financial year.





March14, 2017


Infibeam Incorporation Ltd, a listed e-commerce company,  is acquiring DRC Systems Pvt Ltd through its wholly owned subsidiary NSI Infinium Global Pvt Ltd in an all cash deal.
DRC Systems provides cloud enterprise ERP solutions and develops customised software for e-commerce applications.
Infibeam Incorporation which runs online marketplace Infibeam and BuildaBazaar, recently entered into a pact to merge CCAvenue with itself.




2) Bangalore-based KredX, an invoice discounting platform, has acquired Hummingbill, an invoicing platform for small and medium businesses, for an undisclosed amount.
Hummingbill’s Gmail plugin product allows for automated tracking of invoices and cash-flow management, and this acquisition will help KredX to strengthen its technology capabilities.
KredX’s platform enables small merchants to sell their invoices raised against blue-chip companies at a discount to investors, banks and financial institutions to raise money for their working capital needs




March 04, 2017

Bangalore-based KredX, an invoice discounting platform, has acquired Hummingbill, an invoicing platform for small and medium businesses, for an undisclosed amount.
Hummingbill’s Gmail plugin product allows for automated tracking of invoices and cash-flow management, and this acquisition will help KredX to strengthen its technology capabilities.
KredX’s platform enables small merchants to sell their invoices raised against blue-chip companies at a discount to investors, banks and financial institutions to raise money for their working capital needs.


March 03, 2017

Infibeam Incorporation Ltd, a listed e-commerce company, is acquiring DRC Systems Pvt Ltd through its wholly owned subsidiary NSI Infinium Global Pvt Ltd in an all cash deal.
DRC Systems provides cloud enterprise ERP solutions and develops customised software for e-commerce applications.
Infibeam Incorporation which runs online marketplace Infibeam and BuildaBazaar, recently entered into a pact to merge CCAvenue with itself.


FEBRUARY 24, 2017


​1) Airtel acquires Telenor’s India operations, deal pegged at up to $1billion


2) Tata Teleservices is reportedly in discussions with Reliance Communications to join forces with the merged RCom-Aircel and MTS.


3) The government on Thursday said that 1 April will be the record date for the merger of State Bank of India (SBI) with five of its associate banks.

The associate banks are State Bank of Bikaner and Jaipur (SBBJ), State Bank of Mysore (SBM), State Bank of Travancore (SBT), State Bank of Hyderabad (SBH) and

State Bank of Patiala (SBP).


4) Lighting and electrical appliances company Havells India Ltd to acquire the consumer durables business of Lloyd Electrical and Engineering Ltd for Rs1,600 crore.



February 04, 2017

1) Japan’s Nippon Paper set to buy BK Modi’s Plus Paper. 

Japanese paper manufacturer Nippon Paper is set to mark its entry into the Indian market by acquiring the country’s largest paper beverage cups maker Plus Paper Foodpac, the company said in a statement. Deal size estimated at Rs100 Crore. 
2) JTKET Corp plans to buyout Indian partner in Sona Koyo Steering 

Japanese auto-component maker JTEKT Corporation plans to buy out its Indian partner Sona Group’s 25 per cent stake in Sona Koyo Steering Systems. The deal, which will end the 32-year partnership, is estimated at be between Rs 575 crore and Rs 625 crore. As per the sources, JTEKT offered the the Sona Group promoters Rs 115-125 per share, valuing the joint venture company at Rs 2,300-2,500 crore, which amounts to over 50% premium over its current capitalisation of Rs 1,450 Crore
3) Technology firm Cyient Ltd  to acquire 100 per cent shares of US-based CERTON.
Hyderabad-based Cyient provides engineering services to companies in aerospace, consumer, energy, medical, oil and gas, mining, heavy equipment, semi-conductor, rail transportation, and utilities and communications sectors.
US-based CERTON is an IP-led provider of full product life-cycle engineering services to companies seeking certification approval for safety-critical systems, embedded software, and electronic hardware

4) Private equity inflows into realty jumps 62% in 2016
Amid demonetization woes and its impact on real estate, 2016 marked regulatory changes that instilled greater investor confidence in the sector. Private equity (PE) inflows into real estate grew 62% from the a year ago, with total inflows at Rs 38,000 crore. Equity instruments gained traction, growing 29%. Although commercial leasing growth has been very strong and residential unit sales are still shaky, PE flows into the latter was about 1.7 times that into the former.




December 30, 2016


The Reserve Bank of India (RBI) has given an in-principle approval to Canadian billionaire Prem Watsa’s Fairfax Financial Holdings picking up a 51% stake in Kerala-based Catholic Syrian Bank.

 This will be the first takeover of an Indian bank by a non-banking financial entity, after the central bank tweaked ownership norms in May. The last takeover of a private sector lender by a foreign bank happened when ING picked up majority stake in Vysya Bank in 2002-03.



WHAT WE DO 

We advise our clients on the following aspects of Mergers and Acquisitions

1) Conducting Due-diligence
2) Assist in Negotiations
3) Preparation and finalization of Agreements

4) Obtaining necessary permissions from the requisite authorities
5) Execution and completion of the Transaction
6) Obtaining Court sanction with regard to amalgamations
7) Advice relating to the Takeover Code

The firm advises its clients on all aspects of M&A. Our M&A Practice Group is assisted by experts from other key areas such as employee benefits, environmental regulation, antitrust, intellectual property, real estate and tax.

MERGERS AND ACQUISITIONS