We have wide-ranging experience representing clients involved in mergers, acquisitions, joint ventures and other strategic alliances.
Our Indian expertise and international capability provides clients access to a team with cross border experience across a range of industry sectors including technology, media, telecommunications, manufacturing, natural resources, chemicals and pharmaceuticals, financial institutions, and consumer goods.
The M&A group works closely with the various practice groups within the firm including the tax group to provide clients’ integrated solutions from a legal as well as tax perspective. The M&A team assists clients at all stages of a transaction-strategy, structuring, due diligence, drafting and negotiations and obtaining regulatory clearances as required.
A focused and coordinated approach by the M &A team provides clients commercially viable solutions to meet their business objectives.
Our M&A experience includes
- Acquisitions
- Public Takeovers
- Mergers & Demergers
- Reorganizations
- Take Over Bids
- Joint Ventures
- Due Diligence
Sample transactions:
- Advised a publicly listed Indian company in the de-merger of one of its divisions through an international competitive bidding process, on a slump sale basis. The scope of work included preparing the data room, offering due diligence to the prospective buyers, drafting definitive documentation and other advise on the structuring on the transaction.
- Advised a large Indian engineering company on its proposed acquisition of a company overseas through Overseas Direct Investment. The scope of work included conducting a due diligence, drafting the Share Purchase Agreement, advising on foreign investment laws and advising on international commercial law in conjunction with foreign law firms.
- Advised a global petroleum products company in the acquisition of businesses in India, including carrying out due diligence and advising on various regulatory requirements, drafting of documentation such as shareholders agreement, equity share subscription agreement and advising on Securities and Exchange Board of India (SEBI) (Substantial Acquisition of Shares and Takeover) Regulation 1997 (Takeover Code).
- Advised a leading supply chain management services consultancy firm based in the United Arab Emirates for the acquisition and investment in a leading aerospace component and supply services company based in Bangalore to the tune of $2.5 million.
- Advised a large European bank on financing various East European subsidiaries of an Indian listed company and structuring various options for obtaining security from the Indian parent.
Advised a United Arab Emirates based supply chain management services consultancy company on its joint venture with a leading industrial, manufacturing and trading corporate.
Joint Ventures
- Advised an IT company in negotiating and formalizing its joint venture agreements with a French partner to set up a joint venture company and transfer of business to the joint venture. Advised on all corporate and tax aspects of the joint venture.
- Advised a leading financial institution in negotiating and formalising joint venture agreements with an Indian industrial group to set up a joint venture entity in merchant banking and stock broking activities. Drafted and negotiated all documentation and advised on and obtained requisite regulatory approvals.
- Advised a leading Dutch conglomerate on the acquisition of an Indian Company. Drafted foreign investment applications, joint venture and share purchase documentation, reviewed lease deeds and related property documentation. Advising on strategic and regulatory aspects of the transaction\
- Advised an Australian corporation on establishing a joint venture in India with an Indian government corporation in the area of mineral separation and mining beach sand minerals with the aid of technology developed by the Australian corporation.
Due Diligence
- A Due Diligence exercise was undertaken to assist a client in acquiring a group of companies including the target company and involved collecting data relating to the corporate structure and affairs of the target company.
- A Due Diligence exercise was undertaken to assist clients in investing a sum of Rs. 28 crores in the form of preference shares constituting 26% of the target company’s paid up capital upon subscription. In light thereof, it was proposed that the shareholding structure of the target company would be re-organized to facilitate the investor’s participation in the shareholding of the Company.
- A Due Diligence exercise was undertaken to assist clients, through its affiliates, to subscribe to 12.5% of the fully diluted equity share capital of the target company.
- A Due Diligence exercise was undertaken to assist clients in acquiring the business along with all the assets of the target company. It was proposed that the shareholding structure of the target company would be re-organized to facilitate the investor’s participation in the shareholding of the target company.
- A Due Diligence exercise was undertaken to assist the client in acquiring 40% of the business by investing in equity shares and optionally convertible redeemable participating preference shares. It was proposed that the shareholding structure of the target company would be re-organized to facilitate the investor’s participation in the shareholding of the target company.
The target company carries on the business of pre-screening of individuals for employment purposes and other incidental activities related thereto for Indian entities and those situated in other parts of the world.
The target company carries on the business of establishing and operating pathological laboratories that carry on a wide range of pathological investigations. The target company provides these services to individuals as well as to hospitals and other institutions. In the course of its business, it receives and sends samples for investigation both inside and outside India. The Company has a nation-wide presence through its 8 branches or ‘satellite labs’ as well as over 200 collection centers spread out all over India.
The target company is the only Indian construction company to have been accredited with ISO 9001 certification for all fields of civil engineering works including design, stands out as gateway for technological and engineering excellence in civil engineering fields. The target company has to its credit the longest river bridge in the world, the tallest bridge in Asia, the longest span cantilever bridge in India, the longest road bridge in India across the open sea and first cable stayed bridge in India.
The target company was incorporated to run the call centre business of another company and its main focus is on two domains i.e. mortgage and market research along with software development for various clients. The target company conducts all its operations from Ahmedabad and had a 100% subsidiary in America.
