Mergers & Acquisitions and Private Equity
ALMT has a wide-ranging experience and expertise representing clients involved in mergers, acquisitions, joint ventures and other strategic alliances over a range of industry sectors including chemicals and pharmaceuticals, consumer goods, banking and financial institutions, manufacturing, media and entertainment, natural resources, technology and telecommunications.
The M&A group works closely with the various practice groups within the firm including the tax group to provide clients with a complete and integrated solution from a legal as well as tax perspective. The M&A team assists clients at all stages of a transaction including investment strategy, structuring, due diligence, drafting and negotiations of all transaction documents and ancillary agreements, incorporation of domestic companies and obtaining regulatory approvals as required.
A focused and solution oriented approach by the M&A team provides clients with commercially viable solutions within the framework of Indian law and regulations to meet their business objectives.
Recent sample transactions:
The M&A group works closely with the various practice groups within the firm including the tax group to provide clients with a complete and integrated solution from a legal as well as tax perspective. The M&A team assists clients at all stages of a transaction including investment strategy, structuring, due diligence, drafting and negotiations of all transaction documents and ancillary agreements, incorporation of domestic companies and obtaining regulatory approvals as required.
A focused and solution oriented approach by the M&A team provides clients with commercially viable solutions within the framework of Indian law and regulations to meet their business objectives.
Recent sample transactions:
- Advised Exova (UK) Limited (part of the Exova Group Plc) on the acquisition of the business of Metallurgical Services and Gamma Services based in Mumbai. Advised on the structure of the transaction; due diligence of the business of Metallurgical Services, Gamma Services and MSPL; drafted, negotiated and finalized the slump sale agreement; share subscription agreement; escrow agreements, employment agreements, leave and license agreements, and certain other ancillary documents such as assignment of intellectual property, undertakings, resolutions etc.
- Advising an overseas entity in respect of its acquisition of identified assets (including employees and business) from an Indian company (“Transaction”). Conducting a limited due diligence on the contracts and employees proposed to be acquired as part of the Transaction. Advising on, negotiating and finalising the Asset Purchase Agreement, Managing Agreement and other related documents such as the disclosure letter issued by the sellers, agreement for assignment of goodwill, novation agreement and powers of attorney.
- Involved in the Indian leg of the global acquisition by SK Capital Partners of Clariant’s textile, paper and emulsions businesses across 38 jurisdictions in September 2013. Advised on all legal aspects of the transaction including establishing SK Capital’s wholly owned subsidiary, Archroma India Private Limited in India, drafting/ reviewing of all transaction related documents and advising on various deal related matters including licenses, registrations, etc. of Archroma India. Also, advising on post closing matters.
- Advising a leading UK based hospitality company, providing contract catering and support services, on its 100% acquisition of various Indian companies in different cities in the hospitality and facilities management sector. Our role involved conducting the due diligence, negotiating, drafting of documentation for the acquisition, regulatory filing, tax structuring and post acquisition regulatory formalities.
- Advised a leading Indian pharmaceutical company on the acquisition of 100% of the shares of a UK Company Tillomed Holdings Limited, which in turn holds 100% of the shares of Tillomed Laboratories Limited from the lenders of the 51% shareholder of Tillomed Holdings Limited to whom the entire 51% had been pledged and 49% of the shares of the target from the other shareholder. Reviewing and negotiating the SPA and other ancillary documents, including resolutions.
- Advised Safari Industries (India) Limited, an Indian listed company, on private equity investment received by Tano Capital including reviewing, negotiating and finalising the share subscription agreement, drafting, negotiating and finalising the representations and warranties and the disclosure letter, advising the Company on various pre-closing and closing matters in relation to the transaction, including formalities under exchange controls, the stock exchanges and SEBI regulations.
- Advised on a 100% acquisition of a listed public company in the luggage space, including drafting and negotiating the transaction document, advising the client on the open offer process, including on the obtaining of regulatory approvals.
- Advised a private equity investor in its investment in a target company, engaged in manufacturing/marketing of services in relation to valves, accessories and allied flow control equipments, by way of subscription to equity shares and optionally convertible debentures. Drafting and negotiation of transaction documents (Share Subscription Agreement, Shareholders' Agreement and Debenture Subscription Agreement); legal advice pertaining to the transaction; drafting of ancillary documents (Power of Attorney and Personal Guarantee); and conducting legal due diligence of the Target Company.
- Advising SIDBI Venture Capital Limited on its divestment from Carzonrent India Private Limited, a company known for providing personal ground transportation service, by way of a sale of shares. Advised on the structure to be adopted for the exit including reviewing, negotiating and finalizing the share purchase and escrow agreements.
- Represented Emcure Pharmaceuticals Limited and its promoters in a transaction in which Blackstone sold 13.09% of the equity share capital of Emcure for Rs 650 crore ($105m) to Bain Capital. The transaction involved the following:
o Reviewing, negotiating and finalising the transaction agreement and the shareholders agreement to be entered into with the purchaser.
o Reviewing, negotiating and finalising various undertakings required for the transaction. - Advised Sanghvi Brands, engaged in the business of luxury spas, salons and fitness, on an investment by Tano Capital by way of a preferential issue of equity shares and compulsorily convertible preference shares. In this regard the Firm provided the following assistance –
o Reviewing, negotiating and finalising the share subscription and shareholders agreement to be entered into with the investor.
o Drafting, negotiating and finalising the disclosure letter submitted by the Company pursuant to the share subscription and shareholders’ agreement.
o Advising the Company on various pre-closing and closing matters in relation to the transaction.
- Advised SIDBI Venture Capital Limited on its investment in Avni Energy Solutions Private Limited, a company known for design, development, manufacture and sales of solar and grid based LED lighting products, by way of subscription to convertible securities and equity shares. Drafting, negotiating and finalizing the shareholders and share subscription agreements and ancillary documents in this respect, such as board resolution, articles of association, etc.
o Ranked number 2 Private Equity Legal Advisors by volume, Venture Intelligence H1 2014;
o Ranked number 5 Mergers and Acquisitions Legal Advisors by volume, Venture Intelligence H1 2014;
o Ranked number 2 Most Active Legal Private Equity Advisors 2013 by Venture Intelligence;
o Named leading Private Equity Law Firm of the Year 2013 by Asian Legal Business;
