Motherson Sumi ACQUISITION Re-structures its Businesses

July 2020 150/-

Motherson Sumi

Re-structures

its Businesses

LEGAL

ACQUISITIONPiramal Pharma Solutions acquires

drug making facility of

US-based G&W Laboratories

Blow to BHEL as NCLAT

gives nod to SURANA

POWERS Liquidation

SLUMP SALEThe new way of Delisting

of Operations

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For your off line support please turn to the

last page for our parent company which

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to integrations. Contact Details too on the

last page.

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www.mergersindia.com www.mnacritique.com 03

ED

ITO

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M&A transactions also are trying to get use to the

new normal. Globally and domestically M&A deals

are on a decline, despite huge liquidity in the

market. Businesses are trying to put their house in

order before going for growth. Exception is flurry of

investments in Reliance Jio platform. For product

and platform companies’ valuation a are all time

high. only time will tell whether the valuation will

sustain in future. Refinitiv reports that global deals

were down by 41%, with India-targeted M&A down

14.5% and purely domestic activity down by 25.8%.

The major deal makers were private equity acquires

and buyout firms. Domestically, we are trying to

navigate one of the worst times for the nation from

health, economical and defence fronts. We believe

we shall come out triumphant and stronger as we

should be ready for restructuring of our thoughts

and actions.

Insolvency and Bankruptcy Law has been evolving much quickly since its inception. The

regulatory and adjudicating authorities of the laws which used to take cases now covered

under IBC weren't proactive towards practical implications of a decision, NCLT and NCLAT

judge members are quite cognisant of the implication of an order passed and ready to

change it too if the need be. Surana Power insolvency proceedings which was ruled in

favour of BHEL (a secured creditor to put lien on equipment and goods) by the NCLT

Chennai bench has been overruled by NCLAT and has asked Surana Powers to be

liquidated.

Piramal Enterprises Ltd's pharma business clocked a revenue of ₹5,419 crores (EBITD

₹1400 crores) in FY20. Related to the pharma business, it acquired US-based G&W

Laboratories for ~₹130 crores to have a unit capable of manufacturing solid oral dosage

drugs in the US through its subsidiary Piramal Pharma Solutions. PEL subsequently sold

about 20% stake in its pharma business to Carlyle group for ₹3,700 crores. In the article we

go through the current performance of its Pharma Business.

Motherson Sumi, is a reputed and a well-known name in the automotive sector. Started

their journey with first order from Maruti in 1983, it now has 70 plants in 24 countries via

subsidiaries and joint ventures. The board of directors after a long-standing demand have

approved to undergo group restructuring. As part of the transaction it will demerge its

domestic wire harness business from its listed entity MSSL, into a new incorporated

company and merge Samvardhana Motherson into MSSL to segregate its domestic wire

harness business and the auto component & allied business.

In the past few years, Zuari Agro Chemicals Ltd. (ZACL), agriculture vertical of ADVENTZ

group, has been facing a lot of operational and legal issues. During this the group has

decided to sell off the fertiliser plant in Goa to its subsidiary's unlisted Joint Venture

Paradeep Phosphates Ltd for a cash and convertible debentures. The move seems to

consolidate its fertiliser business but ZACL will be left with no operating activity and thus is

being opposed by minority shareholders.

M&A

DigestTHE WHYS and THE HOWSwww.mnacritique.com

INSI

DE

LEGAL

COVER ARTICLE Motherson Sumi

Re-structures its Businesses

ACQUISITIONPiramal Pharma Solutions acquires drug

making facility of US-based G&W Laboratories

20


gives nod to SURANA POWERS Liquidation

13

17

09

05

04


of Operations

Vol. XXIX Issue No. 4 July 2020

M&A DIGEST

LEG

ALBlow to BHEL as NCLAT

gives nod to SURANA POWERS Liquidation


CS Shriprasad Pise

The National Company Law Appellate

Tribunal (NCLAT) has overruled BHEL's

objection and has given nod to the

liquidation process of Tamil Nadu-based

Surana Power, which was admitted into

insolvency in January 2019. In fact, during

the liquidation proceedings, the state-run

company won an ex-parte arbitration

award against Surana Power, which gave

it lien over all the equipment and goods

lying at the latter's unit, as well as its

partially or fully constructed buildings.

Background:

The Chennai Bench of National Company

Law Tribunal had ruled the decision in

favour of BHEL, as the company won an

arbitration award against Surana Power,

The Adjudicating Authority admitted

Section 9 Application for initiation of CIRP

vide order dated 20th January,2019.

Facts of the case:

which was undergoing liquidation. BHEL

opposed the liquidation as BHEL was one

of the Secured Creditor. Nat ional

Company Law Appellate Tribunal has set

aside the order of Chennai Bench of NCLT

and ordered for liquidation of Surana

Power Limited.

As no resolution plan was approved,

as per provisions of I&B Code, the

Corporate Debtor (Surana Power Limited)

was ordered to be liquidated.

During l iquidation, an exparte

Arbitration Award was passed in favour of

Secured Creditor (BHEL), based on

Secured Creditor granted lien over

equipment's and goods lying at site of

Corporate Debtor.

Secured Creditors with a value of

7 3 .7 6 % o f s e c u r e d a s s e t s h a v e

relinquished their Security Interest but

BHEL convey its unwillingness about

relinquish.

Corporate debtor has hypothecated

the assets to all other Secured Creditors

vide Deed of Hypothecation dated 24th

September 2010.

Liquidator filed application seeking

A deadly global pandemic (Covid-19) is a

self-evidently world-changing event. With

increased connectivity, no doubt the

spread will be “nonlinear” an output

disproportionate to known inputs. But

world-changing how? We sense that

things will never be the same, and

thoughtful speculation about the future

helps us cope with the present and,

among other things, suss out economic

perils and opportunities.

But that's why, when someone makes a

sweeping declaration, the best response

is to start asking questions. Every

prediction is just a point on a spectrum of

possibilities to consider, and that will be

influenced by developments no one has

thought of yet. Predictions look like

06 Vol. XXIX Issue No. 4 July 2020

Any Contractual arrangement betweenrecipient as per sub section (1) of (53)

Preference Shareholders

Debts owed to a secured creditor forany amount unpaid following theenforcement of security interest

Debts owed to a secured creditor in the eventsuch secured creditor has relinquishedsecurity in the manner set out in section 52

Workmen dues not less than 24months from commencement ofliquidation

The cost ofInsolvency Resolution process andLiquidation in fullA

B B

Financial debts owed to unsecuredcreditors

C

DAny amount to central or State Govt.E

F

Remaining Debts and DuesG

H

Equity shareholders or PartnersI

JThe Fees payable to liquidator proportionately ateach stage of distribution of proceeds to recipientunder sub section (1) of (53)K

Wages and any unpaid dues owed to employeesother than workman for the period of twelve monthspreceding the liquidation commencement date


Liquidator then moved to NCLAT

against Impugned Order and NCLAT

passed order setting aside order of NCLT

Chennai and allowed liquidation of

Corporate Debtor.

permission to sell assets of Corporate

Debtor which was rejected by Chennai

Bench of NCLT.

1. Relinquishment of

Security interest by majority

Secured Creditors:

NCLT, Chennai failed to take on record that

ten out of eleven Secured Creditors

having 73.76% of value of total claim have

relinquished their security interest to

enable Liquidator to proceed under

Regulation 32 of IBBI (Liquidation

Process) Regulation, 2016.

If Committee of Creditor recommends and

Liquidator is of opinion that sale under

regulation 32 shall maximize the value of

Corporate debtor, he shall endeavor to sell

the assets of Corporate Debtor. Further

as per regulation 33 (3) of the Regulation ,

2016 The liquidator shall not proceed with

the sale of an asset if he has reason to

believe that there is any collusion

between the buyers, or the corporate

debtor's related parties and buyers, or

the creditors and the buyer, and shall

submit a report to the Adjudicating

Author ity in th is regard, seeking

appropriate orders against the colluding

parties.

If there is undisputed matter, then

Liquidator cannot proceed with sale of

assets of Corporate Debtor. In the given

case, BHEL one of the Secured Creditor

refused to relinquish its Security Interest,

created deadlock situation and Liquidator

not able to sell the Secured Assets under

Regulation 32 of the Liquidation Process

Regulation.

Findings in order:

Regulation 32 of IBBI (Liquidation

Process) Regulation, 2016

The liquidator may sell-

Regulation 32 of Liquidation Process

Regulation:

(d) the assets in parcels;

Despite more than 73% of the Secured

Creditors having relinquished their

Security Interest Liquidator cannot

proceed to sell assets of Corporate debtor,

hence Liquidator made an application

before Adjudicating Authorities. Here

A d j u d i ca t i n g Au t h o r i t y f a i l e d to

appreciate that majority of Secured

Creditors have relinquished their Security

Interest.

(f ) the business(s) of the corporate

debtor as a going concern:

NCLAT contended that the view taken by

Adjudicating Authority that lien's of BHEL

has preference over charge created in

favour of remaining Secured Financial

C re a to r i s v i o l a t i ve o f wa te r f a l l

mechanism provided under Section 53 of

the Code.

NCLAT pointed out that, Adjudicating

Authority has failed to take into account

all the Secured Creditors are on the same

footing regardless of mode of creation of

charge. As per IB&C there are no different

kinds of Secured Creditors, neither they

are based on nature of charge nor based

on ranking of the respective charge, but

NCLT, Chennai Bench failed to consider it

and held that Respondent's Lien has

preference over the Charge created in

favour of remaining Secured Financial

Creditors, which is violative of Waterfall

Mechanism.

2. Views of NCLT are in

Violation of Waterfall

Mechanism:

(e) the corporate debtor as a going

concern; or

(b) the assets in a slump sale;

(c) a set of assets collectively;

Section 53 of the IBC states a waterfall

(a) an asset on a standalone basis;

Provided that where an asset is subject to

security interest, it shall not be sold under

any of the clauses (a) to (f) unless the

security interest therein has been

relinquished to the liquidation estate.”

Sub ject to the prov is ions of the

Insolvency and Bankruptcy Code, 2016, in

the case of financing of a financial asset

by more than one secured creditors or

joint financing of a financial asset by

secured creditors, no secured creditor

shall be entitled to exercise any or all of

the rights conferred on him under or

pursuant to sub-section (4) unless

exercise of such right is agreed upon by

the secured creditors representing not

less than [sixty per cent] in value of the

amount outstanding as on a record date

and such action shall be binding on all the

secured creditors:

As per section 52, Secured Creditor may

realise its Security interest on its own,

provided he has informed liquidator and

liquidator has verified such security

interest and permitted Secured Creditors

to realise only such security interest.

During the pendency of the Appeal,

Liquidator received letter from BHEL

notifying their intention to realise the

Security Interest.

Going by the waterfall mechanism,

though BHEL would have got the money

over other unsecured creditors, its share

would come down by a lot.

3. Enforcement as per

SARFAESI Act, 2002

mechanism, whereby the proceeds from

the sale of the liquidation assets in

respect of a corporate debtor are required

to be distributed in a certain order of

priority, which is given above:

The rights of BHEL under section 52 is

unqualified and unbridled said NCLAT.

BHEL is Secured Creditor at par with

remaining other ten Secured Creditors.

Enforcement of Security Interest is

governed by Section 13 of SARFAESI Act.

Section (9) of 13 states that:

Reference of case:

Considering the above provision NCLAT

held that, it will be prejudicial to stop

liquidation process at instance of BHEL

who is having security interest of 26.24%

(in value) only.

Based on the facts, Honorable NCLAT

came to the conclusion that once

liquidation process has commenced,

rights of all secured creditors are pari

passu irrespective of how those

rights were created. So liquidator can

go ahead with liquidation irrespective

of arbitration award in favour of BHEL.

It seems NCLAT views are Sec 52 and

S e c 5 3 t o b e i n t e r p r e t e d

harmoniously, though it is not clear

but post liquidation and transfer of

securities, BHEL wil l get major

amount and there will not be any

surplus available to pay other secured

creditors.


Section 53 r/w Section 52 of the I&B Code. If

one or more 'Secured Creditors' have not

relinquished the 'security interest' and

opt to realize their 'security interest'

against the same very asset in terms of

Section 52(1)(b) r/w Section 52(2) & (3), the

Liquidator will act in terms of Section 52(3)

and find out as to who has the 1st charge

('security interest') from the records as

maintained by an information utility or as

may be specified by the Board and pass

an appropriate order. If any dispute is

pending before court of law, the question

as to who has the exclusive first charge,

Aer accepting Insolvency Plea against

Surana Powers by NCLT Chennai, however

non approval of any resolution plan, the

Company was ordered to be liquidated.

the Liquidator inform the parties and

proceed as per Section 52(3) of the I&B

Code.

4. The Arbitration Route:

During the liquidation process, the waterfall

mechanism applies which would have given

very less percentage of share to BHEL along

with other Secured Creditors. But BHEL

chooses Arbitration Route, wherein an

Award passed in favour of BHEL and

granted a lien over the equipment and

goods lying at site of Surana Power. An

Arbitration route was beneficial for BHEL

NATIONAL NEWS

M&A


Max completes

healthcare merger

with Radiant Life

Max India on Monday said it has completed spinning

off its hospital assets under Max Healthcare and all its

residual businesses under Advaita Allied Health Services,

along with merger of healthcare business of Radiant Life

Care with Max Healthcare.

The process is in line with a composite merger scheme

approved by the National Company Law Tribunal (NCLT),

the company said in a BSE filing.

“Max India shall stand dissolved effective today,” Max

Healthcare said in a statement on Monday, adding that

amalgamation and demergers as per the sanctioned

scheme have been successfully completed.

The combination of Radiant and Max Healthcare, called

Max Health Institute (MHIL), will be the second-largest

hospital network in the country by revenue and one of

the top three chains in terms of bed capacity, the

company said.

JM Financial Asset Reconstruction Company Ltd. Vs. Finquest Financial Solutions Pvt. Ltd. and Other 2019 SCC OnLine NCLAT 918.

which given complete right over the assets

of Corporate Debtor by leaving very less

assets to other creditors.

JM Financial Asset Reconstruction

Company Ltd. Vs. Finquest Financial

Solutions Pvt. Ltd. and Other 2019 SCC

OnLine NCLAT 918.

https://www.casemine.com/judgement/in/5dfa08959fca191fa5891643






ACQ

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Piramal Pharma Solutions acquires drug

making facility of US-based G&W Laboratories

In fact, Piramal Pharma Solutions has

operations in North America, Europe and

Asia. It provides services such as drug

discovery solutions, c l inical tr ials ,

pharmaceutical development services

and commerc ia l supply of act ive

pharmaceutical ingredients. The acquired

plant at Sellersville in Pennsylvania covers

Piramal Pharma Solutions, which is the

contract development and manufacturing

company of Piramal Enterprises, has

acquired a solid oral dosage drug

manufacturing facility of US-based G&W

Laboratories for around $17.5 million. The

deal will help Piramal Pharma Solutions to

expand product offerings by adding solid

oral dosage capabilities in North America.

Till now, solid oral dosage forms were all

located in the UK and India, according to

the company.

3 1 . 5 a c r e s i n c l u d i n g d e d i c a t e d

m a n u f a c t u r i n g a n d p a c k a g i n g

technologies for solid oral dosage forms,

liquids and creams apart from quality

control and microbiology infrastructure.

According to the company's release, the

site employs a highly knowledgeable and

experienced workforce of around 100,

with an average of 19 years of service with

t h e s i t e . T h e s i t e h a s r e c e i v e d

certifications from the Food and Drug

Administration and European Medicines

Agency.

Also, in another development in the group,

Piramal Enterprises Limited (PEL) sold

20% stake in its pharmaceutical business

to US-based private equity player Carlyle

for Rs 3,700 crore. This was done to

accumulate money for future strategic

Piramal Pharma Solutions expects to

further grow the Sellersville's acquired

plant to support development services as

well as any Covid-19 management drug

opportunities. In fact, many of Piramal

Pharma Solution's customers were

looking for US-based manufacturing

partners to expand and support their

pipeline. This acquisition will surely

strengthen the company's ability to

What makes the G&W Lab

deal work for Piramal

i nve stments —both organ ic and

inorganic. In fact, PEL's pharma business

clocked revenue of Rs 5,419 crore in FY20,

with earnings before interest, taxes,

depreciation and amortisation (EBITDA)

of over Rs 1,400 crore.

Saikat Neogi

Particulars

Sales

Other Income

Total Income

Total Expenditure

EBIT

Interest

Tax

Net Profit

11,377

91

11,468

10,823

645

70

151

424

FY16

12,463

165

12,628

11,911

717

60

149

509

FY17

16,295

145

16,440

15,171

1,268

338

266

664

FY18

20,160

25

20,185

18,441

1,745

663

357

724

FY19

18,849

52

18,901

17,173

1,729

855

219

655

FY20

Table 1: Financials of TVS Motor

09

TVS Motor buys UK-based

iconic bike brand Norton

topicals and dermatology business unit.

G&W Dermatology had a market-leading

and diversified portfolio of approximately

3 5 s e l f - l a b e l l e d g e n e r i c t o p i c a l

dermato logy products that were

marketed and sold in the U.S.

Piramal sells 20% in

pharma business to

Carlyle

In one of the largest private equity deals

in the Indian pharmaceutical sector,

Piramal Enterprises sold 20% of its

pharma business to Carlyle at an

enterprise value of $2.78 billion. For the

records, about a decade ago, the group

sold its domestic formulations business

to US-based Abbott for $3.72 billion or Rs

17,000 crore. The company said that the

strategic partnership with Carlyle in the

times of Covid-19 was a reflection of the

strength of Piramal's pharma business.

Piramal Pharma includes Piramal Pharma

Solutions, an end-to-end contract

deve lopment and manufactur ing

organisation (CDMO) business and

Piramal Critical Care, a complex hospital

generics business selling specialised

products across over 100 countries. It also

includes consumer products division, and

a consumer health care business selling

over-the-counter products in the country.

As the company's global footprint,

Piramal Pharma Solutions now offers solid

oral drug product development and

commercial manufacturing in all its major

geographies, which now addresses an

unmet customer need.

As a part of the company's global

expansion plans, in January this year,

Piramal Pharma Solutions announced to

expand its Aurora facility in Canada with

the addition of a new state-of-the-art

wing dedicated to manufacturing Active

Pharmaceutical Ingredients (APIs). The

total investment is Canadian dollar 25

million. The Aurora facility will enhance the

company's offerings to customers with

new addition that features 10,500 sq. . of

new manufacturing space. The additional

capacity will cater to increasing customer

demand as well as support the facility's

ability to provide APIs and HPAPIs. The

plant will also include filtration and drying

capabilities that will enhance service

offered by the company.

partner with them on best-in-class drug

products, the company's CEO Peter

DeYoung had said.

Piramal's expansion in the U.S. comes as

the U.S. government has made a big push

to establish secure manufacturing and

supply chains for pandemic-related drugs

tied to Covid-19. The government in recent

months has shelled out billions to help

grow its national stockpile through

targeted manufacturing deals, including

helping flesh out supply of potential

Covid-19 vaccines.

In fact, G&W Laboratories have good

experience in terms of sell-off integration.

In November 2018, Avista Capital Partners,

a leading private equity firm focused on

growth-oriented healthcare businesses,

acquired G&W Laboratories' extended

For G&W Laboratories, the deal will help it

to get advanced technical knowhow from

Piramal Pharma Solutions to develop

products and sell it in the North American

region. G&W Laboratories will have to

work closely with Piramal Pharma

Solutions to sort out all the key issues and

set the bal l ro l l ing for revamped

production lines.

For Piramal Pharma Solutions, among its

North American sites is an API facility in

Riverview, Michigan. To expand its global

presence, it acquired the company in 2016

for around $50 million and expanded it

later by investing $10 million into new

capacity for high-potency APIs. Aer the

acquisition of the Michigan plant, the

company invested $55 million in API

capabilities worldwide.

Gain for G&W

Laboratories


For G&W Laboratories, the deal will help it

to get advanced technical knowhow from

Piramal Pharma Solutions to develop

products and sell it in the North American

region. G&W Laboratories will have to

work closely with Piramal Pharma

Solutions to sort out all the key issues and

set the bal l ro l l ing for revamped

production lines.

In one of the largest private equity deals

in the Indian pharmaceutical sector,

Piramal Enterprises sold 20% of its

pharma business to Carlyle at an

enterprise value of $2.78 billion. For the

records, about a decade ago, the group

sold its domestic formulations business

to US-based Abbott for $3.72 billion or Rs

17,000 crore. The company said that the

strategic partnership with Carlyle in the

times of Covid-19 was a reflection of the

strength of Piramal's pharma business.

Piramal Pharma includes Piramal Pharma

Solutions, an end-to-end contract


organisation (CDMO) business and

Piramal Critical Care, a complex hospital

generics business selling specialised

products across over 100 countries. It also

includes consumer products division, and

a consumer health care business selling

over-the-counter products in the country.

In fact, G&W Laboratories have good

experience in terms of sell-off integration.

In November 2018, Avista Capital Partners,

a leading private equity firm focused on

growth-oriented healthcare businesses,

acquired G&W Laboratories' extended

topicals and dermatology business unit.

G&W Dermatology had a market-leading

and diversified portfolio of approximately

3 5 s e l f - l a b e l l e d g e n e r i c t o p i c a l

dermato logy products that were

marketed and sold in the U.S.

Piramal sells 20% in pharma business to

Carlyle

The group, in the medium-term, plans to deleverage the business, which will allow it to raise more funds. In fact, the group has raised Rs

Rest of the world15%

India18%

Japan6%

Europe22%

North America39%

Rest of the world India Japan Europe North America

Geograpical breakdown of revenue of pharma business

Vol. XXIX Issue No. 4 July 2020

The group, in the medium-term, plans to

deleverage the business, which will allow it

to raise more funds. In fact, the group has

raised Rs 14,500 crore through asset

sales and other fundraising measures.

The group sold its health care insights

and analytics subsidiary Decision

Resources Group (DRG) to US-based

Clarivate Analytics for $950 million in

January this year, and also raised Rs 3,650

crore through a right offer in February

2020. The group's pharma vertical has

been growing at 15% CAGR over the last

nine years. Carlyle has been buying

stakes in pharmaceutical and healthcare

businesses. In May, it acquired 74% stake

in animal health focused pharmaceutical

company Sequent Scientific Ltd. for about

Rs.1,580 crore.

Piramal Pharma Solutions is a contract


organization. The company serves clients

through a globally integrated network of

facilities in North America, Europe and

A s i a . T h e c o m p a n y o ff e r s a

comprehensive range of serv ices

including drug discovery solutions,

process & pharmaceutical development

services, clinical trial supplies, commercial

supply of APIs and finished dosage forms.

The company also offers specialised

s e r v i c e s l i k e d e v e l o p m e n t a n d

manufacture of highly potent APIs and

antibody drug conjugation. Within the

pharma vert ica l , P i ramal Pharma

Solutions contributes over 50% of the

revenues.

About Piramal Pharma

Solutions

Piramal Enterprises Limited (PEL) is one

of India's large diversified companies, with

presence in Financial Services and

Pharmaceuticals. Piramal Enterprises

Limited's consolidated revenues were

US$1.7 billion in FY20, with 34% of

revenues generated from outside India. In

financial services, PEL offers a complete

suite of financial products in both

wholesale and retail financing across

sectors. The group also has long-

standing partnerships with leading

institutional investors such as CPPIB, APG,

About Piramal

Enterprises Limited

and analytics subsidiary Decision

Resources Group (DRG) to US-based

Clarivate Analytics for $950 million in

January this year, and also raised Rs 3,650

crore through a right offer in February

2020. The group's pharma vertical has

been growing at 15% CAGR over the last

nine years. Carlyle has been buying

stakes in pharmaceutical and healthcare

businesses. In May, it acquired 74% stake

in animal health focused pharmaceutical

company Sequent Scientific Ltd. for about

Rs.1,580 crore.

0

500

1000

1500

2000

2500

3000

3500

Pharma ContractDevelopment and

ManufacturingOrganisation (CDMO)

Complex Hospital Generics Consumer HealthcareBusiness

Revenue mix of pharma business (Rs crore)

0

2000

4000

6000

8000

10000

12000

14000

FY17 FY18 FY19 FY20

8547

10639

11883

13068

1252

5120

1464

21

Financials of Piramal Enterprises Ltd (PEL)

Total revenue Net profit

0

1000

2000

3000

4000

5000

6000

FY17 FY18 FY19 FY20

3893

4322

4786

5419

660

794

1019

1436

Financials of PEL's Pharma business

Revenue EBITDA

Note: Pharma revenue includes Pharma CDMO,

Complex Hospital Generics and India Consumer Healthcare and Forex exchange loss

Ivanhoé Cambridge (subsidiary of CDPQ)

and B a in Cap i ta l C red i t . P i rama l

Enterprises Limited also has equity

investments in the Shriram Group, a

leading financial conglomerate in India.

In pharmaceuticals, through end-to-end

manufacturing capabilities across 13

global facil ities and a large global

d istr ibut ion network to over 100

countries, Piramal Enterprises Limited

sells a portfolio of niche differentiated

pharma products and provides an entire

pool of pharma services (including in the

11

areas of injectable, HPAPI etc.). The

company is also strengthening its

presence in the consumer product

segment in India. PEL is listed on the BSE

Limited and the National Stock Exchange

of India Limited in India.

About G&W Laboratories

The company was formed by Carl

Greenblatt in 1919 upon his return from

military service as a pharmacist with US

forces in World War I. Carl guided G&W

Laboratories with an uncompromising

commitment to product integrity and

customer service. In 1945, Carl's son,

Burton, also a registered pharmacist,

returned from military service in World

War II and joined the small but growing

company.

During the post-war years, G&W Labs

expanded its product l ine beyond

suppositories, into creams, ointments,

gels, liquids, and oral medicines. G&W Labs

moved to a larger state-of-the-art

laboratory and production facility, which

now exceeds 180,000 square feet in South

Plainfield, New Jersey. G&W Labs has

since added two additional facilities which

have tripled its manufacturing footprint.

It is a family-owned company that

develops, manufactures and sells generic

pharmaceutical products. The company is

run by Aaron Greenblatt, Carl's great

grandson since 2009. Aaron continues to

As many customers of About Piramal

Pharma Solutions are looking for US-

based manufacturing partners, the

deal is a great leap forward. They key

to the success of the acquisition will

depend on how quick the integration

is done, and production picks up pace.

Considering both transactions in

quick succession, i t looks l ike

inve stments by Car ly le at an

enterprise value of $2.78 billion was

subject to the acquisition in USA.

12 Vol. XXIX Issue No. 4 July 2020Vol. XXIX Issue No. 4 July 2020

Travel services company Yatra Online Inc on Friday

said it was terminating a pending merger agreement

with US-based soware firm Ebix Inc and had filed

litigation seeking "substantial" damages for Ebix's

alleged breach of deal terms.

Ebix had agreed to buy Yatra last year for an enterprise

value of $337.8 million, aiming to beef up its portfolio of

Indian travel companies, including Mumbai-based

Mercury Travels and Delhi-based Leisure Corp.

Yatra Online Inc said that it was seeking damages against

Ebix for breaching terms of their merger agreement,

including clauses on representations and covenants.

Ebix did not immediately respond to Reuters' request for

comment.

Separately, Yatra said it had implemented certain cost-

saving measures starting April, including cutting

management salaries by half and freezing salary hikes to

weather the impact of the coronavirus (Covid-19)

pandemic on its business.

INTERNATIONAL NEWSCROSS BORDER NEWS

M&A


uphold the family and company legacy

t h ro u g h h i s co m m i t m e n t to t h e

company's ethical standards, values, and

patient focus through this significant

growth journey.

Yatra Onlineterminates pendingmerger agreementwith US-basedEbix Inc

https://mnacritique.mergersindia.com/yatra-ebix-deal-fails/










SLU

MP

SA

LE

The new way of Delisting

of Operations

is a subsidiary of Zuari

Fertilisers and Chemicals Limited which

In June 2020, Board of Directors of Zuari

Agro Chemicals Limited (ZACL), the

agriculture vertical of the Adventz Group,

announced their plan to sell off the

company's fertilizer plant in Goa to

unlisted joint venture company Paradeep

Phosphates Limited (PPL).

Though prime facie, the announcement

looks like a regular re-structuring activity,

minority shareholders have come forward

to oppose the transaction. In this article,

we have tried to cover the key aspects of

the present deal as well as past re-

structuring and what will remain with

ZACL if the deal sails-through.

Zuari Agro Chemicals Limited

(erstwhile Zuari Holdings Limited)

constitutes the fertiliser operations of the

Adventz Group. It is also the holding

company for the other agribusiness

operations of the Adventz Group.

On June 19th, 2020, the Board of Directors

of ZACL announced board approval to the

holds 53.03% equity shares. MCF is the

largest manufacturer of chemical

fertilizers in the state of Karnataka.

Paradeep Phosphates Limited

(PPL), manufactures DAP and NPK

fertilisers, with its plant located at

Paradeep, Orissa. PPL is a joint venture

between Indian Government and Zuari

Maroc Phosphates Private Limited

(ZMPPL), a 50:50 partnership between

Maroc Phosphore S.A., Morocco and Zuari

Agro Chemicals Limited. The government

of India holds 19.55% of shares while 80.45

% shares are held by Zuari Maroc

Phosphates Pvt Ltd.

I n 2 0 0 2 , Z I L a cq u i re d Pa ra d e e p

Phosphates Ltd through a JV company,

as part of the disinvestment process of

GoI.

Current Transaction

plan of sale of fertiliser plant of ZACL at

Goa to PPL.

In October 2019, with a view to building a

large fertiliser company with access to

both Phosphate and Nitrogenous

fertilisers, ZACL proposed and OCP group

agreed to evaluate Company's Goa plant

for a merger into a slump sale to PPL on

both Strategic and Financial Grounds.

Aer detailed discussion, both parties

have agreed to a valuation of US$280

million i.e. INR circa 2100 crores. The

proceeds from the transaction will be

used to repay ZACL's long term loans &

other liabilities.

Sale of retail, Specialty nutrients

business (SPN) & allied, Crop Protection

& Care business (CPC), seeds and

blended businesses

In October 2019, ZACL decided to

incorporate another Company, under the

name of Zuari FarmHub Limited (ZFHL),

which will operate its Retail, Speciality

13

https://mnacritique.mergersindia.com/ebix-yatra-acquisition-consolidation/

Anirudha Jain

Particulars

Sales

Other Income

Total Income

Total Expenditure

EBIT

Interest

Tax

Net Profit

11,377

91

11,468

10,823

645

70

151

424

FY16

12,463

165

12,628

11,911

717

60

149

509

FY17

16,295

145

16,440

15,171

1,268

338

266

664

FY18

20,160

25

20,185

18,441

1,745

663

357

724

FY19

18,849

52

18,901

17,173

1,729

855

219

655

FY20

Table 1: Financials of TVS Motor

https://mnacritique.mergersindia.com/ebix-yatra-acquisition-consolidation/

Mangalore Chemicals and Fertilizers

Limited (MCF)

http://www.mangalorechemicals.com/





Particulars

Revenue (FY 20)

Loss (FY 20)

Net Assets (Actual Transferred)

INR 307 crores

INR 3.36 crores

INR 86.59 crores

Amount

Particulars

Total Consideration

Net Assets

Gain

Consideration:

1. Issue of Compulsorily Convertible Debentures

2. Cash (to be paid in dec-20)

INR 785. 56 crores

INR 86.59 crores

INR 698.97 crores

INR 435.56 crores

INR 350 crores

Amount

Consideration Breakup

14 Vol. XXIX Issue No. 4 July 2020Vol. XXIX Issue No. 4 July 2020

The current structure of PPL is as follows:

stake in ZFHL.

Earlier Re-Structuring's:

In 2015, Pursuant to the Scheme of

Amalgamation among the Company and

its erstwhile wholly owned subsidiary

companies, namely Zuari Fertilizers and

Chemicals L imited (“ZFCL”) , Zuar i

Speciality Fertilisers Limited (“ZSFL”) and

Zuari Agri Sciences Limited (“ZASL”),

[Transferor Companies] got merged with

the company.

In April 2011, to transfer its fertiliser

business, Zuari Global Limited (earlier

known as Zuari Industries Limited (ZIL))

announced demerger of its fertiliser

business into ZACL (Earlier known as

Zuari Holdings Limited (ZHL)). The

Bombay H igh Court (G oa bench)

approved the demerger of fertiliser

business, while the residual entity Zuari

Global Limited retained the non-fertiliser

business operations and investments.

The demerger scheme was applicable

w.e.f July 1, 2012.

In another MOU with OCP for a proposed

strategic investment in ZFHL. ZFHL will

take over ZACL's existing Retail, Specialty

Nutrients, Crop Care, Seeds activities, as

well as the manufacturing operations of

Baramati Specialty Nutrients plant, and

will also be spearheading the company's

plans to set up Hubs across the country.

In February 2020, ZACL announced slump

sale of retail, Specialty nutrients business

(SPN) & allied, Crop Protection & Care

business (CPC), seeds and blended

businesses of the Company to Zuari

Farmhub Limited (ZFHL) at a value of

Rs.785.56 Crs.

In November 2019, ZACL has signed a

MOU with OCP Group in connection with

such corporate reorganisation and

leveraging on their existing partnerships.

Nutrients and the proposed FarmHub

business, and further announced its plan

for seeking investments from Strategic

and /or Financial Investor's.

Subsequent to this, OCP group has

expressed an interest to make an

investment in ZFHL of US$ 46.5 million.

Further, in credit rating report issued by

ICRA, the company plans to dilute its 30%

ZACL has cont inuously fac ing

o p e r a t i o n a l i s s u e s . B e i t

discontinuation of gas supply due to

non-payment, unable to procure raw

material due to lack of liquidity, legal

battle with one of its JV partners and

failed proposed right issue last year.

Amidst of all these, positives are

ZACL/promoters managed to re-start

its operations and promoters bought

down the pledge (shares of ZACL)

significantly.

discount and considering loss making

operations, the holding company may

not have any cashflow.

With the help of divestments, ZACL

aims to transfer significant part of its

debt to joint venture companies.

Considering objections from minority

shareholders, the structure should be

selected which is acceptable to all

stakeholders and also0 result in value

creation for all the stakeholders. The

details for the proposed transaction

have not yet finalised between

parties, and hence the parties may

consider the structure which will be

win-win for all.

15

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July 2020 150/-

Motherson Sumi

Re-structures

its Businesses

LEGAL





gives nod to SURANA

POWERS LIQUIDATION


of Operations

Particulars

Revenue

EBITDA

EBITDA %

PAT

Networth

Borrowings*

5017

-167

-

-

755

2824

Consolidated

The financials of ZACL for FY 2020

2012

-381

-

-

117

1344

Standalone

*Excludes payable in current year

Particulars

Revenue

EBITDA

EBITDA %

PAT

Networth

Borrowings*

*Excluding payable in current year

4358

422

9.7%

159

1482

3053

PPL

5127

167

3.3%

-211

315

3270

ZACL

FinancialsStandalone financials for FY 2019

company having no significant

o p e ra t i n g b u s i n e s s . M i n o r i t y

shareholders have started opposing

the deal as this may result is depleted

valuations due to holding company

The re-structuring apparently seems

to be with an intention to consolidate

the fertiliser operations of the group.

However, in the process flagship

company will become the holding

On�M&A�and�Joint�Venture�

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July 2020 150/-

Motherson Sumi

Re-structures

its Businesses

LEGAL





gives nod to SURANA

POWERS LIQUIDATION


of Operations

NATIONAL NEWS

M&A


HUL completes

acquisition of

female hygiene

brand VWash from

Glenmark

Leading FMCG player Hindustan Unilever (HUL) on

Friday said it has completed the acquisition of VWash

from pharma major Glenmark Pharmaceuticals. The

company, however, did not disclose the value of the

transaction.

HUL has acquired intellectual property rights including

trademarks, design and knowhow related to the VWash

brand worldwide, the company said.

"VWash acquisition is strategic and gives us an entry into

rapidly growing female intimate hygiene segment. It

enables us to serve consumer needs through scientific

solutions. This acquisition is also timely given heightened

focus on health and hygiene," HUL Chairman and

Managing Director Sanjiv Mehta said.

The acquisition was announced in March and was subject

to certain closing conditions, which have now been

fulfilled, the FMCG firm said in a filing to BSE.

VWash was launched by Glenmark in 2013 and the brand

has established itself as the market leader in the female

intimate hygiene category backed by strong product

proposition, consumer endorsements and brand building

investments.

With this acquisition, HUL is looking to scale up the brand

by building awareness, driving penetration, leveraging

distribution and enhance offering for chemist channel.

17

Markets regulator

amends takeover code

The Securities and Exchange Board of India (Sebi) on

Thursday relaxed rules on pricing shares in preferential

allotments, in a relief for companies struggling to raise

funds amid the coronavirus upheaval. Separately, the

market regulator also amended the takeover code, a

move that helps investors get a higher price when an

open offer is delayed.

Yash Ashar, partner and head of capital markets at Cyril

Amarchand Mangaldas, said the change is primarily

intended to benefit company promoters as otherwise,

they would have had to pay a much higher price. “Very

interestingly, and arguably fairly, Sebi has imposed this

additional lock-in on such subscribers under this formula.

This will balance short to medium term requirements for

companies and ensure there is no abuse by investors.

Thus, in addition to a rights issue to maintain

shareholding, promoters also will have this additional

option," he added.

Sebi has now added a new option to consider the

previous 12 weeks' average price and two weeks' average

price, whichever is higher. This relaxation is applicable till

the end of the year and the buyer cannot sell these

shares for three years.

Currently, under Sebi's Issue of Capital and Disclosure

Requirement (ICDR) rules, a firm that seeks to sell

preferential shares has to consider two share price

figures—the average of weekly high and low for 26

weeks, and the average of weekly high and low for two

weeks preceding the share issue. The preferential share

price has to be at least the higher of these two figures.

The 12-week duration covers almost the entire lockdown

period, a period when stock prices were extremely

volatile, rendering compliance with the 26-week pricing

rule impossible.

These are in addition to the relaxation in preferential

share sales for distressed firms, announced on 23 June.

The regulator has exempted acquirers from making an

open offer if they are investing in a distressed firm. These

firms have to consider the share price of only the two

weeks preceding the preferential allotment.

NATIONAL NEWS

M&A


In case of indirect acquisitions, 100% of the open offer

amount must be deposited in an escrow account, two

days before the announcement.

The Sebi board also tweaked the Substantial Acquisition

of Shares and Takeovers (SAST) or takeover code. A 10%

interest will be added to the open offer price if the offer is

delayed due to acts of omission or commission of the

acquirer. This is based on a 3 February discussion paper,

which suggested a 10% interest levy if open offer is

delayed due to disputes relating to valuation, related

parties, investor complaints and delay in payments by

the acquirer, among others. Currently, some acquirers

compensate shareholders for delays, though it is not

mandatory.

Sebi also proposed to allow the completion of open offer

purchases through stock exchange settlement for all

types of transactions, including bulk deals and block

deals, by which the acquirer will be able to directly acquire

significant stake in the target company through stock

exchanges instead of negotiating through the off-

market route.

Sebi tweaked these norms as there is still lack of clarity

on whether the completion of acquisition through stock

exchange settlement process is permitted for bulk and

block deals.

“Since the conditions precedent to be fulfilled for the

Scheme to become effective cannot be completed by the

extended Long Stop Date i.e. June 24, 2020, the Board of

Directors have further extended the Long Stop Date till

August 31, 2020, subject to agreement on closing

adjustments and other conditions precedent for closing,

with each party retaining the right to terminate and

withdraw the scheme,” Bharti Infratel said in an exchange

filing aer market hours on Wednesday.

The merger is dependent on the Supreme Court's final

views in the adjusted gross revenue (AGR) case. If the top

court doesn't allow telcos, including Vodafone Idea, to

spread the payment over several years, the Indo-UK

telecom JV is likely to shut shop, which will in effect kill the

deal. This, since Infratel and Indus both count Vodafone

Idea as their major customer, and the telco's closure will

deal a huge blow to both tower companies, severely

denting valuations, say market experts.

Back in February, Bharti Infratel's mega towers merger

deal with Indus had received foreign direct investment

(FDI) nod. But two more steps are le before the deal can

be closed.

In fact, Bharti Infratel had deferred its June 11 board

meeting that was scheduled to take a final call on its big-

ticket merger with Indus Towers, which would form

among the world's largest telecom tower companies. The

deal, once closed, may net some Rs 4,500 crore to

Vodafone Idea if it decides to sell its 7% stake in the

merged entity, instead of retaining its holdings.

Telcos have sought 20 years to pay up the AGR dues, but

the SC has said they need to make some upfront

payments to avail of a deferred payment mechanism.

IT firms mull

M&As amid chaos


Bharti Infratel extendsdeadline for merger withIndus Towers till Aug 31

Bharti Infratel has extended the long stop date for the

closure of its merger with Indus Towers for the fih time,

to August 31, saying some conditions still need to be met.

NATIONAL NEWS

M&A



Certain sectors, however, could be an exception to this

overall mood of caution.

For the five-year period between 2010 and 2014, Indian

companies made overseas acquisitions worth $53.89

billion, while in the period between 2015 and 2019,

outbound acquisitions amounted to $29.73 billion, with

2018 as a standout year that saw outbound deals worth

$12.9 billion, according to Refinitiv data.

“I don't think India Inc. is looking at outbound M&A in a big

way. The past experiences have not been very

encouraging, companies have faced a lot of challenges,"

said Utpal Oza, managing director and head, investment

banking, at Nomura India.

has been low for a while.

Access to cheap capital and the overall financing

environment for undertaking large acquisitions are also

muted at present and given the protectionist tendencies

across countries, outbound M&A is not an attractive

option for Indian corporates, Oza said.

“Tech companies are definitely an outlier. This will be a

good opportunity for them. The H1-B visa issue could

motivate tech companies to look for front-end presence

in overseas markets such as the US and Europe. Japan is

also a favoured destination. Pharma companies may also

selectively consider opportunities especially in

injectables and specialty," he said.

“Globally, companies are keen to diversify out of China.

Some of these would now look to come to India and

acquire scalable assets to establish presence," he said.

India Inc. is expected to focus on the home market and

avoid venturing overseas for mergers and acquisition

(M&A) opportunities, with the covid-19 pandemic

disrupting economic activity and growth prospects.

So far this year, Indian companies have signed cheques

worth just $428.6 billion to acquire companies outside of

India, representing just 0.5% of the global outbound M&A

market, according to data from financial markets tracker

Refinitiv shows, as the pandemic forced risky bets off the

table. For the calendar year 2019, Indian companies

acquired overseas companies worth $2.8 billion,

representing a market share of 3.4%.

With most professional forecasters painting a bleak

picture for economic growth, the second half of the year,

too, is not expected to see much action.

“This is not an environment where companies will be

enterprising and take risks like these. Unless people see

some strategic gaps that need to be filled and they see

an opportunity like that," said Kumar.

“Corporate India is more focussed on India than going

overseas. In this environment, I see very little outbound

M&A," said Pramod Kumar, managing director and head

of banking at Barclays India.

To be sure, India Inc's appetite for overseas acquisitions

Most of the large Indian corporates that have the ability

to execute outbound M&A are today more focussed on

protecting their cash flows and securing their core

business than looking at opportunistic deals overseas,

he said.

India Inc likely

to focus on home

market for M&As

COV

ER

ST

OR

Y

Motherson SumiRe-structuresits Businesses


Anirudha Jain

As a part of a long-standing demand of

Sumitomo Wiring Systems, the joint

venture partner of Motherson Sumi

Systems Ltd (MSSL), the board of

directors approved a new corporate

structure. Under this, the domestic wiring

harness business will be demerged into a

separate entity, Motherson Sumi Wiring

I n d i a L i m i t e d ( M S W I L ) a n e w l y

incorporated company incorporated for

the purpose of the scheme, which will be

subsequently l isted on the stock

e x c h a n g e s . A l s o , S a m v a r d h a n a

Motherson International Limited (SAMIL),

the holding company, will be merged with

the existing organization, which will

include the rest of the automotive

component businesses.

Motherson Sumi Systems Limited

(MSSL) is one of the world's leading

specialised automotive component

manufacturing companies for OEMs.

MSSL was established in 1986 as a joint

Samvardhana Motherson International

Limited (SAMIL) is a non-deposit taking

systemically important core investment

company (CIC-ND-SI) registered with the

Reserve Bank of India and is engaged in

the business of holding and nurturing its

investments in various subsidiaries and

joint-venture companies in India. It is the

principal holding company of Motherson

Group. Excluding MSSL's holding, SAMIL,

through its subsidiaries and joint venture

companies, is inter alia engaged in the

business of manufacturing of automotive

components and ancillaries, including

venture with Sumitomo Wiring Systems

and was listed in 1993 on BSE and NSE in

India. With a diverse global customer base

of near ly a l l l ead ing automobi le

manufacturers globally, the company has

a presence in 41 countries across five

continents. MSSL is currently the largest

auto ancillary in India MSSL is the flagship

company of the Motherson Group.

automotive lighting systems, extruded

and in ject ion moulding tools and

components, air intake manifolds, pedal

box assemblies, heating ventilating and

air conditioning (HVAC) systems for

vehicles, cabins for off-highway vehicles,

machined metal products, cutting tools

etc. SAMIL helps build the group's diverse

product portfolio in auto and not auto

product segments and fosters deep

manufacturing and design capabilities

across the operating companies, to

support a wide spectrum of ever-evolving

customer requirements.

Samvardhana Motherson Automotive

Systems Group BV (SMRP BV) is a joint

venture between Motherson Sumi

Systems Ltd. (MSSL) and Samvardhana

Motherson International Ltd (SAMIL).

SMRPBV operations include supplies to

global automotive industry as Tier 1

supplier through its subsidiaries.


As a part of a long-standing demand of

Sumitomo Wiring Systems, the joint

venture partner of Motherson Sumi

Systems Ltd (MSSL), the board of

directors approved a new corporate

structure. Under this, the domestic wiring

harness business will be demerged into a

separate entity, Motherson Sumi Wiring

I n d i a L i m i t e d ( M S W I L ) a n e w l y

incorporated company incorporated for

the purpose of the scheme, which will be

subsequently l isted on the stock

e x c h a n g e s . A l s o , S a m v a r d h a n a

Motherson International Limited (SAMIL),

the holding company, will be merged with

the existing organization, which will

include the rest of the automotive

component businesses.

Motherson Sumi Systems Limited (MSSL)

is one of the world's leading specialised

automotive component manufacturing

co m p a n i e s fo r O E M s . M S S L wa s

established in 1986 as a joint venture with

Sumitomo Wiring Systems and was listed


AUTOMOTIVE LIGTHING

MIRRORS

-

~

t J

samvardhana 11 motherson

.,_.....,.._!~.~

MOULDS & TOOLINGS

SHEET METAL

Source: Company's Website and Presentation

Samvardhana Matherson Au1to1motive Systems Group BV

POLYMERS

M&A


Current structure of the group

*Note: Decrease in cost due to the demerger.

Current holding structure of MSSL, SAMIL & SMRPBV

*SWS: Sumitomo Wiring Systems Limited.


Step 1: Demerger of Domestic Wiring

Harness business of MSSL into MSWIL

The domestic wire harness business will

consist of wiring harness business

related to domestic passenger vehicle,

Commercial vehicle, 2wheeler and

others. MSSL will continue to hold wiring

harness business related to export &

international business. Post-transaction,

MSWIL will be listed on the national

bourses. Further, as a part of the scheme,

MSSL will be renamed as SAMIL.

To g i v e e ff e c t t o t h e p r o p o s e d

reorganisation from Appointed Date 1st

April 2021, the following transactions have

been approved:

The Transaction

Step 2: Merger of SAMIL into MSSL

For the demerger of Domestic Wiring

Harness Business into MSWIL, 1 equity

share of MSWIL will be issued for every 1

share held in MSSL.

Swap Ratio:

For the merger of SAMIL into MSSL,

51 equity shares of MSSL will be issued for

every 10 shares held in SAMIL.

TRANSACTION OVERVIEW

Particulars

Outstanding shares of MSSL of face value Re. 1 each

New shares to be issued by MSWIL of face value Re. 1 each

Outstanding shares of SAMIL of face value Rs. 10 each

New Shares to be issued by MSSL to the shareholders of SAMIL

of face value Re. 1 each

Shares held by SAMIL of MSSL

Resultant Equity Shares of MSSL

3157.9

3157.9

473.6

2415.4

1055.8

4517.6

Shares (In million)

Paid-up Capital of MSSL aer re-structuring:Table 1: Paid-up Capital of MSSL

Transaction

Particulars

Circa Average Value Per Share

No. of Shares (in million)

Circa Value (in million)

516.04

473.6

2,44,400

SAMIL

Table 2: Valuation of MSSL & SAMIL

101.16

3157.9

3,20,000

MSSL

The EBITDA for DWH for FY 2020 is INR 5239 million & PAT is INR 2860 million. Assuming it will get

PE multiple of ~15, the valuation of DWH will likely to be around INR 42000 million.

Create a separate independent entity

which will house Domestic Wiring Harness

business

Automotive Systems Group BV (“SMRP BV”)

Bringing group's all auto component and

allied business in SAMIL under listed entity.

The proposed ransaction

is structured in a way to

achieve:

Simplification of group structure and

enable MSSL shareholders to benefit through

100% stake in Samvardhana Motherson

As a result of restructuring, the total promoter group shareholding in MSSL will increase from

current 61.73% to 68.15%. SWS shareholding in MSSL will be down to 17.7% from 25.3% however,

they will continue to hold 25.3% in Domestic Wiring Harness business. The other shareholders of

SAMIL will be classified as public shareholders in the merged MSSL.

automotive lighting systems, extruded

and in ject ion moulding tools and

components, air intake manifolds, pedal

box assemblies, heating ventilating and

air conditioning (HVAC) systems for

vehicles, cabins for off-highway vehicles,

machined metal products, cutting tools

etc. SAMIL helps build the group's diverse

product portfolio in auto and not auto

product segments and fosters deep

manufacturing and design capabilities

across the operating companies, to

support a wide spectrum of ever-evolving

customer requirements.

Samvardhana Motherson Automotive

Systems Group BV (SMRP BV) is a joint

venture between Motherson Sumi

Systems Ltd. (MSSL) and Samvardhana

Motherson International Ltd (SAMIL).

SMRPBV operations include supplies to

global automotive industry as Tier 1

supplier through its subsidiaries.


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July 2020 150/-

Motherson Sumi

Re-structures

its Businesses

LEGAL





gives nod to SURANA

POWERS LIQUIDATION


of Operations

Particulars

Revenue

EBITDA %

PAT %

Gross Debt

RoCE

39,439

13.4%

7.3%

333

55%

2020

Table 4: Financials of Domestic Wire Harness Business (All Figs in INR Millions)

44,838

16.5%

8.7%

63

64%

2019

Table 3: Financials of Group Companies for FY 19-20 (Figs in INR Millions)

Particulars

Revenue

EBITDA %

PAT %

Gross Debt

6,16,248

8.2%

1.4%

1,37,533

SAMIL CombinedMSSL-Ex DWH

Consolidate

DWH

(MSWIL)

MSSL-Ex DWH

Standalone

39,439

13.4%

7.3%

333

40,888

16.9%

14.5%

13,861

6,07,529

8.1%

1.6%

1,17,368

12,863

9.8%

21.8%

22,381

FinancialsValuation:

According to the exchange ratio as

evaluated by the valuers, the other

business/ investment has given value of

circa INR 1,38,000 million.

The announcement of consolidations

of SAMIL into MSSL brings all auto

component and allied businesses of

Samvardhana group under listed

entity. It was a long-time demand to

merge the SAMIL into MSSL.

The move to demerge the Domestic

wire harness is as result of SWS desire

to focused participation in the

Domestic wire harness business. The

re-structuring steps was designed in

such a way so that SWS will maintain

its current stake in DWH business. In

future, the reorganisation will give

flexibility to SWS to increase its stake

in DWH business and take exit from

other businesses i.e. MSSL (Post-

restructuring).

While the merger of SAMIL will take

care of the much-awaited demand of

investors by putt ing whole of

SMRPBV in a l isted entity, the

valuation assigned to the SAMIL looks

expensive and minority shareholders

have already started expressing their

concern over the valuation. No doubt,

the move will increase the corporate

governance for the group and could

create value for the stakeholders.

NATIONAL NEWS

M&A


IDBI Bank to

sell 27% stake in

IDBI Federal

Life Insurance

IDBI Bank on Saturday said it will sell part of its stake in

IDBI Federal Life Insurance to Belgian multinational

insurance company Ageas Insurance and Federal Bank.

Ageas will acquire 23% stake, while Federal Bank will buy

4%, the lender said in a disclosure to the stock

exchanges.

IDBI Bank has 48% stake in the life insurance company,

while Federal Bank and Ageas Insurance have 26% each.

Aer the completion of the stake sale, IDBI Bank's share

in the insurance entity will fall to 21%.

The stake sale of IDBI Bank's insurance venture was

imperative due to regulatory requirements. India's

insurance laws do not allow an insurance company to

own a significant stake in a rival insurer. Given LIC's stake

in IDBI Bank, it was exerting indirect ownership and

control in IDBI Federal Insurance.

Last January, Life Insurance Corporation India (LIC) had

acquired a 51% stake in IDBI Bank, ending uncertainty

over the future of the lender which had been running into

losses for several consecutive quarters.

The entire stake sale is valued at ₹595 crore. The sale will

be completed post all regulatory clearances.

SMC Power acquiresConcast's unit via IBC

Noida-based SMCPower Generation Ltd has acquired

the main steel mill and power plant of Concast Steel and

Power Ltd under the liquidation process with an upfront

payment of ₹300 crore to lenders. This is the largest

acquisition under the liquidation stage so far in the

Insolvency and Bankruptcy Code, 2016.

SMC Power, incorporated in 2000, is part of the promoter

group that also owns SMC Foods and Creamy Foods Ltd,

which sells dairy products in north India under the

Madhusudan brand. SMC Power has an installed annual

production capacity of 200,000 tonnes of sponge iron,

350,000 tonnes of billets and 250,000 tonnes of TMT

steel bars, besides captive power generation capacity of

33 megawatts in Jharsuguda, Odisha.

“The SMC group will invest a further ₹300-400 crore to

make the plant operational and streamline capacities,".

“Since Concast's facilities are close to its existing plants in

Odisha, the synergies will be significant,"

Concast Steel and Power, an integrated iron and steel

manufacturer with a sintering plant and sponge iron

units in Jharsuguda, went into bankruptcy in November

2017, with outstanding dues of nearly ₹10,000 crore.

State Bank of India is the lead banker in the consortium

that had lent to Concast. With no offers during the

corporate insolvency resolution process, the Kolkata

bench of the National Company Law Tribunal ordered the

company into liquidation in September 2018.

SMC Power offered ₹300 crore for Concast's Jharsuguda

plant, which has the capacity to produce 775,000 tonnes

per annum of sponge iron and pig iron, 250,000 tonnes of

TMT steel bars, structures and ferroalloys. SMC also

acquired a 70MW captive power plant as part of the deal.

SMC was advised by investment banking firm Singhi

Advisors.


NATIONAL NEWS

M&A


27

Mukesh Ambaninears deal to buystake in some unitsof Future Group

Reliance Industries is closing in on a deal that would

see it acquire stakes in some units of Future Group,

people familiar with the matter said, a move that would

bolster the e-commerce ambitions of the conglomerate

and its billionaire Chairman Mukesh Ambani.

The talks involving Future Group are part of the

intensifying war to win over the Indian shopper — both

online and in physical stores. Amazon has already

pledged to invest $5.5 billion in the country, while

Walmart Inc. spent $16 billion to buy local e-commerce

leader Flipkart Online Services in 2018.

An agreement between Ambani's Reliance and Future,

which already has a partnership with Amazon.com Inc.,

could be announced as early as next month, the people

said, asking not to be identified as the information isn't

public. Though unit Future Retail Ltd. has attracted

suitors, including Amazon, Reliance's offer to buy into the

group's holding company is likely to sway the outcome in

its favour, the people said. The Future Group has five

main listed units including Future Consumer, which sells

food, home and personal care products, and Future

Lifestyle Fashions that operates fashion discount chain

Brand Factory. No final decision has been made and the

talks could still get delayed or fail to result in a

transaction, the people said.

A successful deal may draw the battle lines between

Amazon and Ambani, 63, who just secured almost $14

billion for his e-commerce venture Jio Platforms from

investors including Facebook Inc. Amazon has made the

nascent Indian market, with its 1.3 billion consumers, a

key focus of its global expansion. Investment from

Reliance, India's most valuable company, would help

Future's founder Kishore Biyani pare debt, even if it risks

the tie-up with the US online shopping giant announced

by the Mumbai-based company a few months ago.

Dr Reddy's completes theacquisition of

Wockhardt's selectgenerics, plant

Dr.Reddy's Laboratories Ltd on Wednesday

announced that it has completed the acquisition of select

divisions of Wockhardt Limiteds branded generics

business in India and a few other international territories

of Nepal, Sri Lanka, Bhutan and Maldives.

The business comprises a portfolio of 62 brands in

multiple therapy areas such as Respiratory, Neurology,

VMS, Dermatology, Gastroenterology, Pain and Vaccines,

which would transfer to Dr Reddys along with related

sales and marketing teams and a manufacturing plant

located in Baddi, Himachal Pradesh with all plant

employees, a press release from the drug maker said.

On February 12, 2020, Dr.Reddys signed a Business

Transfer Agreement(BTA) with Wockhardt to acquire the

above- referred business undertaking for an upfront

consideration of Rs 1,850 crore.

In view of the COVID-19 pandemic and the consequent

government restrictions, there has been a reduction in

the revenue from the sales of the products forming part

of the Business Undertaking during March and April

2020, it said.

Subsequently, through an amendment to the BTA,

Dr.Reddys and Wockhardt that 1,483 crore would be paid

on the date of closing the deal consideration, and the rest

would be through different ways, the release said.

G V Prasad, Co-Chairman and Managing Director of Dr.

Reddys said this deal is in line with the company's

strategic focus on India and has paved a path for

accelerated growth and leadership in the domestic

market.

“We believe that the acquired portfolio offers good

growth potential for us. We welcome the employees

joining us from Wockhardt to the family of Dr.Reddys,"

Prasad said.

NATIONAL NEWS

M&A


"It is estimated that in India Edtech will become a $2

billion-plus industry by 2021. The investment will enable

Airtel to add Edtech to its premium digital content

portfolio and give distribution scale to quality learning

material from Lattu Kids. Airtel already has over 160

million monthly active users across its digital platforms –

Airtel Thanks app, Airtel Xstream app and Wynk Music,"

the telecom company said in a statement.

"At Airtel, we aspire to support the growth of the start-up

ecosystem through our digital platforms. And now more

than ever, online education is a critical need for millions of

young children who do not have access to regular

classrooms. We believe that Lattu Kids can make a

positive impact in the space of online education and are

excited to have them in our accelerator and partner in

their growth," said Adarsh Nair, chief product officer,

Bharti Airtel.

Bharti Airtel today said that it has acquired a 10%

stake in Edtech startup Lattu Media Pvt Ltd (Lattu Kids)

as part of the Airtel Startup Accelerator Program.

Mumbai-based Lattu Kids specializes in digital learning

tools for children. Its Lattu Kids app focuses on improving

English vocabulary, English reading and maths skills for

children under the age of 10 years through entertaining,

fun learning animated videos and games.

At over 500 million, India has the second largest number

of internet users in the world, driven by affordable

smartphones and the lowest 4G data tariffs globally.

"This deep penetration of internet has also led to wide

adoption of online learning tools. The COVID-19 pandemic

and closure of schools has further accelerated the

adoption of virtual classrooms and digitally enabled

learning," Airtel said.

Lattu Kids becomes the fourth company to join the Airtel

Startup Accelerator Program, which allows start-ups to


Bharti Airtelacquires strategicstake in edtech startup LattuMedia

Tata Motors to acquireJayem Automotives stakein JT Special Vehicles

The passenger car industry witnessed a challenging

FY19-20, exacerbated with mandatory change in

regulations and the current Covid-19 pandemic, which

has impacted the demand in this niche category of

vehicles. In light of this ongoing scenario, both Tata

Motors and Jayem Automotives found it prudent to

discontinue this venture. Tata Motors will continue to

provide all requisite support and service to customers

and users of Tiago JTP and Tigor JTP cars at its select

dealerships, ensuring hassle-free ownership.

JTSV will become a wholly-owned subsidiary of Tata

Motors, following the completion of the procedural

requirements. JTSV was formed in 2017 as a 50:50 joint

venture between Tata Motors Ltd. and Coimbatore-

based Jayem Automotives to develop high-performance

versions of TML passenger cars under the 'JTP' Brand

under which Tiago JTP and Tigor JTP were launched in

2018.

Tata Motors Ltd. (TML) has signed an agreement to

purchase the 50 per cent shareholding of Jayem

Automotives in JT Special Vehicles Pvt. Ltd. (JTSV). One

key reason attributed was the Covid-19 impact.

INTERNATIONAL NEWSINTERNATIONAL NEWS

M&A


Metro Bank, one of the banks set up aer the global

financial crisis to challenge established players such as

Barclays and RBS, was hit last year by an accounting

scandal that cost it its chairman and CEO and reduced its

market value by 90%.

Some customers have waited up to three months rather

than the usual wait of a day or so.

RateSetter said it has delivered 55 million pounds ($68.93

million) in release requests since the start of the novel

coronavirus outbreak and was processing withdrawal

requests in chronological order.

Peer-to-peer lending firms, which match lenders with

borrowers via online platforms, have grown steadily in

Britain since 2005, managing more than 5.3 billion pounds

in 2019, independent research firm 4thWay data shows.

RateSetter will benefit from a capital injection as it

grapples with a surge in customers withdrawing funds.

British challenger bank Metro is in exclusive early-

stage talks to buy peer-to-peer lender RateSetter, the

bank said on Monday in response to media speculation.

RateSetter, launched in 2010, has grown to be one of

Britain's leading peer-to-peer platforms, although, like

others, it has struggled in recent months to honour

promptly a high volume of customers' withdrawal

requests.

Analysts said the deal would offer Metro a strong

revenue source in its push into unsecured consumer

lending, on the basis of the spread between RateSetter's

charges to borrowers and the amount it pays to lenders.

A spokesman for the lender declined to comment on the

merger talks.

Facebook Inc on Thursday acquired Swedish mapping

technology company Mapillary, which collects images

from tens of thousands of contributors to build

immersive and up-to-date maps, the companies said.

Mapillary Chief Executive Officer Jan Erik Solem, who

founded the Malmö-based startup aer leaving Apple

Inc in 2013, said his company's technology would be used

to power products like Facebook Marketplace and supply

data to humanitarian organizations.

Solem had sold a facial recognition startup, Polar Rose, to

Apple in 2010.

Virtu, which will still have substantial operations in

Canada, said it made sense for MATCHNow to be in the

hands of a global exchange operator.

Mapillary aims to solve one of the most expensive

problems in mapping: keeping maps updated with "street

level data" about signs, addresses and other information

that can be observed from the road. Big companies such

as Apple and Alphabet Inc's Google solve the problem by

sending out fleets of vehicles outfitted with cameras and

other sensors to gather images.

Facebook confirmed the transaction but declined to

disclose the terms. Mapillary did not immediately

respond to a request for comment.

Mapillary crowdsources the images, ingesting pictures

contributed from smart phones and other types of

cameras and uses "computer vision" technology to stitch

them together into a three-dimensional map. Many

consider that information key for self-driving car

technology, although a Facebook spokesman said it

would also underpin Facebook products under

development like augmented reality glasses and virtual

reality headsets.

Metro Bank

in exclusive talks to

buy peer-to-peer

lender RateSetter

29

Facebook acquires

crowdsourced

mapping company


M&A


With over 2,100 employees catering for approximately 3

million guests per year, the company generates around

400 million euros in annual sales.

PAI put Roompot up for sale last October. It is the second-

largest operator of vacation parks in Europe, operating

its own 33 parks in the Netherlands, Belgium and

Germany, and providing services to more than 100 other

operators across Europe.

PAI Partners bought Roompot for 600 million euros in

2016 from Dutch investor Gilde.

U.S. private equity firm KKR said on Thursday it had

reached an agreement to buy Dutch vacation parks firm

Roompot from French private equity firm PAI Partners.

KKR and Roompot did not disclose the price of the deal,

but a source familiar with the transaction said it valued

the Dutch company at around 1 billion euros ($1.12 billion).

Amazon.com Inc has agreed to buy California-based

self-driving startup Zoox Inc in a deal reported to be

worth more than $1 billion that gives it options to use

autonomous technology in either ride-hailing or its

delivery network.

The world's largest online retailer has stepped up its

investment in the car sector, participating in self-driving

car startup Aurora Innovation Inc's $530 million funding

round early last year.

While Amazon and Zoox did not disclose the financial

Amazon agrees to buyself-driving technologystartup Zoox

Zoox Chief Executive Officer Aicha Evans and its co-

founder and Chief Technology Officer, Jesse Levinson, will

continue to lead the company as a standalone business,

the companies said.

terms of the deal, the Information said on Thursday,

citing sources, that Amazon had agreed to pay over $1

billion to buy Zoox. The report did not mention the exact

purchase price.

A majority of Zoox investors are getting their money

back, according to the Information.

Lux Capital, DFJ and Atlassian co-founder Michael

Cannon-Brooks are some of the investors in the six-year-

old startup.

KKR buys vacation

parks firm Roompot

in $1.1 billion deal

Aleatica to buy majoritystake in Italian roadoperator from Intesa

International infrastructure operator Aleatica said on

Friday it has agreed to buy a controlling stake in Italian

toll road operator Brebemi from Italy's biggest retail

bank, Intesa Sanpaolo.

The deal suggests Italian infrastructure assets still hold

appeal, despite the traffic fall caused by the coronavirus

crisis and a dispute between infrastructure group

Atlantia (ATL.MI) and the government over the group's

motorway concession.

Under the deal Aleatica, which is wholly owned by

Australian IFM Global Infrastructure Fund, will purchase

Intesa Sanpaolo's 56% stake in Autostrade Lombarde,

which owns nearly 80% of Brebemi, in a deal valuing

Brebemi at around 2 billion euros ($2.25 billion), a source

close to the matter said.



M&A


Intesa Sanpaolo said in a statement that the transaction

is part of its strategy of disposing of non-strategic equity

investments.

Brebemi operates a 62-km (38-mile) motorway that

connects Italy's financial capital Milan with the city of

Brescia.

Aleatica was advised by Goldman Sachs International as

a financial advisor and by BonelliErede as legal advisor.

In a strategy revamp last year Novozymes said it would

focus on new businesses including the development of

probiotics to improve humans' throat and gut health,

building on the 2016 acquisition of German microbial

research company Organobalance.

The bolt-on acquisition of PrecisionBiotics will be

earnings per share accretive by 2022 and will have a

minor negative impact on operating margin this year,

Novozymes said.

Novozymes' largest business area is sales of enzymes to

detergent makers such as Procter & Gamble and Henkel,

but the company also has divisions in food & beverages

and bioenergy, such as making enzymes for ethanol

production.

health in animals and humans, as part of a $6 billion

market for human probiotic supplements.

Novozymes buysIrish probiotic makerPrecisionBiotics

Danish enzyme maker Novozymes NZYMB.CO will

buy Ireland-based PrecisionBiotics in a $90 million deal, it

said on Thursday, its second acquisition of a probiotics

company in recent years as it seeks to grow its human

health business.

Baiget, who took over the helm of Novozymes in

February, said the main focus was on growth, both in the

top line and profitability. “You will see the combination of

both moving forward.”

Based in Cork, Ireland, PrecisionBiotics produces live

bacteria, known as probiotics, which can improve gut

“The presence that we have today in human health is

small, and this is why we are coming with an acquisition to

get the critical mass, to drive the momentum,” newly

appointed chief executive Ester Baiget told Reuters.

Novozymes said it would partly finance the 600 million

Danish crown ($90.4 million) acquisition through cash

and partly through bank facilities. It would not affect

dividend payouts or share buy-back plans, it said.

Italy's top insurerGenerali to buy 24.4% ofrival Cattolica

The investment will turn Generali into Cattolica's single-

biggest shareholder, leapfrogging Warren Buffett's

Berkshire Hathaway (BRKa.N), currently the top investor

with a 9% stake.

The move comes aer a turbulent spell for Italian

insurers, which have seen the value of their assets,

including large holdings of domestic government bonds,

Italy's top insurer Generali has agreed to buy 24.4% of

smaller rival Cattolica Assicurazioni, the two companies

said on Thursday, in a surprise move that will boost

Cattolica's capital position.

31


M&A


Gilead to buy 49.9% stake

in cancer drug developer

for $275 million

The drugmaker, which is racing to secure enough

supplies of its antiviral drug remdesivir for use in COVID-

19, said it has also secured the right to acquire the rest of

the drug developer for a $315 million option exercise fee.

Gilead Sciences Inc said on Tuesday it would buy a

49.9% stake in privately held Pionyr Immunotherapeutics

Inc for $275 million, strengthening its cancer portfolio by

securing access to two promising drugs.

This was followed by a 10-year pact last month with

Arcus Biosciences Inc to co-develop and market cancer

immunotherapies.

Pionyr's immuno-oncology experimental drugs, PY314

and PY159, have shown potential against solid tumors in

animal studies and it plans to file applications with the

U.S. Food and Drug Administration in the third quarter to

begin human testing.

This is the third deal by Gilead in the span of four months

aimed at expanding its oncology portfolio, Jefferies

analyst Michael Yee said in a client note.

“This is the most rational way to create long-term value

In March, the company announced a $4.9 billion deal for

Forty Seven Inc, snapping up an experimental treatment

that targets blood cancer.

hit by a market rout caused by COVID-19.

Insurance regulator IVASS has told Cattolica to raise 500

million euros in capital aer the coronavirus crisis

knocked its solvency ratio, a measure of financial

strength.

IVASS has started monitoring closely insurers' solvency

and liquidity levels due to COVID-19.

Generali and Cattolica are also signing multi-year

partnerships in asset management, the Internet of

things, healthcare and reinsurance.

Generali also has the option to subscribe pro-rata to an

up to 200 million euro cash call Cattolica is set to approve

by July.

Generali will subscribe to a 300 million ($337 million) euros

reserved capital increase at Cattolica, paying 5.55 euros

per share, a premium of more than 50% to Wednesday's

closing price of 3.61 euros.

Under the accord, Cattolica will shed its cooperative

status and turn into a regular joint-stock company by

April 1, 2021.

Analysts at Societe Generale said it would not be

surprising if Generali further raised its Cattolica stake in

the future.

“The strategic partnership with Cattolica ... allows us to

extend our services ... to Cattolica's over 3.5 million

customers,” Generali's Italy Marco Sesana said in a

statement.

Italy's insurance sector faces changes if a takeover offer

Intesa Sanpaolo is preparing to launch for rival UBI goes

through.

The new banking group would be strongly focused on

insurance and a twin deal needed for antitrust reasons is

Rothschild advised Generali on the deal.

set to boost the network of Italy's second-biggest

insurer UnipolSai.



M&A


Remdesivir is at the forefront in the fight against the

virus aer the drug helped shorten hospital recovery

times in a clinical trial, but some analysts express

skepticism about its potential to bring in profits.

Pionyr's shareholders are also eligible to receive up to an

additional $1.47 billion in option exercise fees and future

milestone payments.

rather than one big acquisition - and sets up Gilead for

lots of interesting data in 2021,” Yee said.

Mastercard to buytechnology firm Finicityin $825 million deal

Mastercard Inc said on Tuesday it would buy Finicity

in a deal valued at $825 million, adding a fintech firm that

helps banks share customer data with other financial

firms.

The world's second-largest payments processor also

said Finicity's existing shareholders can get an earn-out

of up to an additional $160 million, if performance targets

are met.

Finicity will help Mastercard strengthen its open banking

services, which allow customers to determine how and

where third parties such as fintech or other banks can

access information to initiate payments on their behalf or

provide money management services.

33

Coty to buy 20% stakein Kim Kardashian West'sbeauty line: Report

Coty Inc has agreed to buy a 20% stake in reality TV

star Kim Kardashian West's makeup brand KKW for $200

million, the Financial Times reported on Monday, citing

people familiar with the matter.

The deal values West's cosmetics company at $1 billion,

slightly lower than the $1.2 billion valuation Coty put on

West's half sister Kylie Jenner's business, the report said.

Earlier this month, Coty disclosed that it was in talks with

West over a potential collaboration for the beauty line.

The company has a majority stake in Jenner's makeup

and skincare line, which it bought last year for $600

million.

West, who is known for chronicling her life with her sisters

on TV's "Keeping Up with the Kardashians", launched her

own makeup line in 2017, two years aer Jenner's

successful foray into the beauty industry.

Mastercard also added it does not expect this deal to be a

drag on its business for more than two years.The deal is

expected to close by the end of the year.

Finicity has partnered with major financial institutions in

the past including Wells Fargo & Co, Fidelity Investments,

Capital One Financial Corp and JPMorgan Chase,

according to the firm's website.


M&A


"Many of our customers are looking for US-based

manufacturing partners to expand and support their

Piramal Enterprises Ltd's Pharma Solutions business,

a contract deve lopment and manufactur ing

organization, on Saturday announced that it has entered

into an agreement with G&W Laboratories Inc. to acquire

its solid oral dosage drug product manufacturing facility

located in Pennsylvania, USA, for $17.5 million.

The Sellersville site features dedicated manufacturing

and packaging technologies for solid oral dosage forms,

liquids, creams, and ointments; microbiology labs;

p re fo rm u l a t i o n a n d a n a l y t i ca l d eve l o p m e n t

infrastructure coupled with a pilot lab for research and

development; and a temperature-controlled warehouse.

Piramal Pharma Solutions expects to further grow the

site's current strength to support development services

as we l l as any COV ID-19 management drug

opportunities.

"This acquisition broadens the offering of Piramal

Pharma Solutions (PPS) by adding solid oral dosage form

capabilities (tablets and capsules) in North America. Until

now, PPS' capabilities in solid oral dosage forms were all

located in the UK and India. The Sellersville site can also

produce liquids, creams, and ointments, further

expanding the PPS portfolio. The site also can support

product and process development for solid oral dosage

and oral liquids, including immediate release, modified

release, chewable & sublingual solid oral dosage forms,

solutions and suspensions in liquids," the company said

in a statement.

The all-cash deal is subject to customary pre-closing

conditions. According to the terms of the agreement,

Piramal Enterprises, through one of its affiliates, would

acquire at closing a 100% stake in the entity that

operates the facility and owns the related real estate.

pipeline. This acquisition strengthens our ability to

partner with them on best-in-class drug products. It

enhances our market-leading integrated services

offering by adding a solid oral dosage capability in the

US," said Peter DeYoung, chief executive officer at Piramal

Pharma Solutions.

Piramal PharmaSolutions to acquiremanufacturingfacility of G&WLaboratories in US

Ashok Piramal Groupsells Miranda Tools toSwedish Dormer Pramet

Miranda Tools has a significant market share in high-

speed steel cutting tools business in India. “The

acquisition enhances Dormer Pramet's product offering

and facilitates an improved presence in key markets such

as India, China and Southeast Asia through an access to

Miranda Tool's distribution network and manufacturing

facilities,” the release said.

With this, the textile, real estate to engineering services

Ashok Piramal Group is looking to sell its non-core

businesses. "As we go about re-aligning the Group's

businesses, we see a great fit for Miranda within Sandvik

and this will help the Miranda management team further

grow and strengthen the business,” said Nandan

Piramal, Managing Director of Miranda Tools.

The Ashok Piramal Group has sold its high-speed steel

cutting tools business, Miranda Tools to Swedish Dormer

Pramet, a division within Sandvik Machining Solutions

Group for an undisclosed sum, the companies said in a

joint release.

In 2019, Miranda Tools had revenues of about 200 million

SEK and around 580 employees. Such precision

engineering businesses are highly profitable and are

valued at around 10-12 times EBITDA. Globally and in

India, these businesses have around 25-28% EBITDA



M&A


Investment bank Lincoln International acted as the

exc lus ive investment banking advisor to the

shareholders of Miranda Tools.

There is a considerable in-bound interest for acquisition

of such profitable engineering companies in India. “The

transaction highlights the strategic fit between Sandvik

and Miranda Tools' businesses and also the continued

intere st o f g loba l buyers look ing at s t rong

manufacturing businesses in India," said Preet Singh,

managing director and head of Industrials at Lincoln

International.

margins, experts said.

"The acquisition is aligned with Sandvik Machining

Solutions' focus on strengthening our round tools offer

whilst also adding greater production capacity and

flexibility to support long-term growth," says Lars

Bergström, President of Sandvik Machining Solutions.

The OFS of upto 6 million shares will be floated at floor

price of Rs 2,362 per share, which is at 6.8 per cent

discount to the stock's closing price on NSE. At the floor

price, the OFS can fetch Rs 1,417 crore if all shares are sold.

Standard Life Investments, one of the promoters in

HDFC Asset Management Company (AMC), is looking to

offload upto 2.82 per cent stake in the company through

offer for sale (OFS), which will be open on Wednesday and

Thursday.

undertaken to meet the minimum public shareholding

Standard Lifeto sell 2.8% stake inHDFC AMC throughoffer for sale

norms. As of March-end quarter, the promoter

shareholding in HDFC AMC stood at 79.61 per cent. Sebi

norms require promoter holdings to brought to 75 per

cent or lower.

In December last year, Standard Life had floated an OFS

to sell 2.23 per cent stake in HDFC AMC.

35

Sweden's Sinchto buy India's ACL Mobilefor $70 million

The acquisition of ACL is Sinch's third large acquisition

over the past few months. In May, it announced it was

buying SAP Digital Interconnect, a unit of SAP SE, for 225

million euros ($252.88 million). That followed a deal to buy

Wavy in March.

Fast-growing Swedish cloud computing services

provider Sinch AB said on Monday it had agreed to buy

Indian firm ACL Mobile for about $70 million (INR 5,350

million) in cash, its third large acquisition since the start of

March.

Sinch, which has a scalable platform for messaging, voice

and video, said ACL Mobile communications platform has

more than 500 enterprise customers, and is particularly

strong in the banking and financial services industry.

ACL, had sales corresponding to 607 million Swedish

crowns ($65 million) during the 12-month period ending

in March, with adjusted earnings before interest, taxes,

depreciation and amortisation of 59 million.

“With ACL we gain critical scale in the world's second

largest mobile market. We gain customers, expertise and

technology and we further strengthen our global

messaging product for discerning businesses with global

needs,” Sinch CEO Oscar Werner said in a statement.


M&A


Bharti Enterprises, which is believed to have put in a bid

backed by the UK government, couldn't be immediately

reached for comment.

“There has been some interest from Bharti Enterprises in

OneWeb,” the person told ET.

Bharti Enterprises is the holding company of Bharti

Airtel, India's second largest telco, which has a market cap

of over Rs3.1 lakh crore at its closing share price of

Rs567.25 on the BSE Monday.

Separately, news reports suggest that the UK

government was planning to put in around $500 million

to OneWeb alongside other investors, as part of

OneWeb's bankruptcy proceedings.

The company said it had successfully launched 74

satellites as part of its constellation, secured valuable

global spectrum, begun development on a range of user

terminals for a variety of customer markets, has half of

OneWeb has estimated assets in the range of $1 billion to

$10 billion and liabilities in the same range, according to

US bankruptcy court filings. The company had said that

bids were to be opened Friday. But if there was no clear

winner in the eyes of the US judge and OneWeb's

creditors, an auction would be held on July 2.

But in May 2020, OneWeb said it had voluntarily filed for

bankruptcy protection under Chapter 11, saying, “The

Company intends to use these proceedings to pursue a

sale of its business in order to maximize the value of the

company.”

Back in 2015, Bharti Enterprises had acquired a minority

stake in OneWeb, a global consortium comprising

Qualcomm, Virgin Group, Airbus, Coca Cola, Intelsat and

Grupo Salinas, among others, which aims to build

satellites to deliver affordable broadband to all parts of

the world.

Goldman arm buysvarsity's hostelfacilities

Good Host Spaces, a student housing company majority-

owned by Goldman Sachs, recently took over the land

and hostel facilities of O.P. Jindal Global University (JGU)

based in Sonipat, Haryana, said the two people cited

above declining to be named. The university offers

courses in subjects such as law, liberal arts and

international affairs.

Nimesh Grover, chief executive at Good Host Spaces, said

that he does not expect the pandemic to have a

significant impact on physical education in colleges.

A Goldman Sachs unit has acquired the student

housing facilities of a private university in north India at

an enterprise value of ₹900 crore (about $120 million),

said two people aware of the development.

The investment reflects the Wall Street investment

bank's belief that the turmoil caused by the coronavirus

pandemic will subside and students will start returning to

physical classrooms. So far, lockdowns due to pandemic

has disrupted school and college calendars and sparked

a major boost in online education. It has also ignited

debates about on-campus learning and fees charged by

colleges and universities with education shiing online.

Good Host Spaces is owned 75% by Goldman and the

rest by mortgage financier Housing Development

Finance Corp.


Bharti Enterprises firm bidsfor bankrupt OneWeb

A Bharti Enterprises group company is believed to

have put in a bid for Sobank-backed OneWeb, a satellite

operator, a person familiar with the matter said.


M&A


its 44 ground stations completed or in development, and

performed successful demonstrations of its system with

broadband speeds in excess of 400 Mbps and latency of

32 ms.

The company added that it was in talks for funding since

the start of 2020, but that had stalled due to Covid 19

outbreak.

“In addition, OneWeb's commercial team has seen

significant early global demand for OneWeb's high-

speed, low-latency connectivity services from

governments and leaders in the automotive, maritime,

enterprise, and aviation industries,” OneWeb said in its

filings.

“The reported support of the UK government for a bid for

OneWeb looks positive to support UK's ambition to

continue to be a leading player in space. As an original

investor, and the manufacturer, in OneWeb, Airbus is

pleased that a way forward looks likely,” the company

said. “…We would look forward to supporting OneWeb in

the next phase of their business and growing the UK

contribution to this market-changing business.”

OneWeb's biggest creditor Airbus has said it backed a bid

involving the UK government. "The sale and purchase is contingent upon transaction

documents proposed to be executed between the

company and the bidder. Importantly, the proposed

transfer of the immovable property by the company to

the successful bidder is contingent (amongst other

things) on the successful bidder obtaining the consent of

the Mumbai metropolitan region development authority

for transfer of the immovable property to the successful

bidder," it added.

Vrihis Properties is an entity controlled by Brookfield

Asset Management.

The resolution professional managing the insolvency

proceedings of Jet Airways had issued a public notice

dated 13 June for the sale of two floors (3rd and 4th) of

the company's building known as “Jet Airways Godrej

BKC" through a public auction.

The proceeds from the sale will be utilised as per the

directions of NCLT, Delhi, Principal Bench in its order

dated 11 June, the company said.

The resolution professional, Ashish Chhawchharia, has

signed a non-disclosure agreement with these suitors

and has given them access to the airline's financial data.

the offer of the Successful Bidder for the transfer of the

immovable property, at a price of ₹490 crore," the

company said in the filing.

The four consortia include the UK's Kalrock Capital

Partners along with Dubai-based Murari Lal Jalan, Abu

Dhabi-based Imperial Capital Investments Llc along with

Haryana based Flight Simulation Technique Centre Pvt.

Ltd and Mumbai-based Big Charter Pvt. Ltd, Canada-

based entrepreneur Sivakumar Rasiah, and Kolkata's

Alpha Airways.

The bidders have been given two weeks to review the

financial health of the company and firm up their bids.

37

Coty to buy 20%stake in Kim

Kardashian West'sbeauty line: Report

Brookfield acquiresJet Airways' BKC officespace for ₹490 cr

"Pursuant to the e-public auction held on June 26, 2020,

Vrihis Properties Private Limited, has emerged as the

successful bidder. The company has decided to accept

Canadian investment firm Brookfield Asset Management

is acquiring two floors of office space in Mumbai's

business district of Bandra Kurla Complex (BKC) from

grounded Jet Airways, the company said in a stock

exchange filing on Saturday evening.


M&A


Carlyle has agreed to pick up a significant minority

stake in Ajay Piramal's pharma business for $490 million

trumping rival private equity peers KKR and TA

Associates.

The 20% stake sale values Piramal's pharma business at

Carlyle's offer would value the business at around Rs

20,000 crore ($2.6 billion). The market capitalisation of

the Piramal Enterprises is Rs 30,280.78 crore. The stock

has appreciated 48% in last 1 month in anticipation of this

transaction even as Piramal Enterprises posted a net

loss in the March quarter. Inclusive of debt, the business

is valued at $2.7billion with an upside component of up to

US$360 million depending on the company's FY21

performance, Piramal said in a statement on Saturday.

This will be the second pharma transaction for the US

private equity group in as many months, having bought

SeQuent Scientific, India's largest pure-play animal

healthcare company in May, underscoring its appetite to

buy or partner with top flight pharma and healthcare

companies in the country. It has in the past backed

Medanta Medicity Hospital, a leading hospital chain and

Metropolis Healthcare, which operates a chain of

diagnostic centres and laboratories in India.

Cyril Amarchand Mangaldas and Covington & Burling LLP

served as legal advisors to PEL on this transaction. J.P.

Morgan served as financial advisor and AZB & Partners

and White & Case served as legal advisors to Carlyle.

Jaadhu Holdings, which is an indirect wholly-owned

subsidiary of Facebook, acquired 9.9 per cent stake in Jio.

The deal was announced in April. The deal would bring

together JioMart, the e-commerce venture of Mukesh

Ambani, and Facebook's WhatsApp platform to connect

consumers with neighbourhood kirana stores. The anti-

trust regulator sees if there is a business overlap

between two parties and whether this can lead to an

appreciable adverse effect on competition. It also

examines closely if the acquirer has secured control over

management and operations of the other company.

Whi le the soc ia l media g iant is founded and

headquartered in the US, being a public-listed company it

has investment from several funds based out of China

and Hong Kong.

Business Standard reported on Wednesday that

Facebook has sought legal advice pertaining to India's

new foreign direct investment pol icy towards

neighbouring countries, particularly China and Hong

Kong.

The Competition Commission of India (CCI) on

Wednesday approved Facebook's Rs 43,574 crore ($5.7

billion) investment in Jio Platforms, the digital arm of

Reliance Industries.

As a part of the deal, Facebook will get one board seat

and one observer seat on board without any voting

rights thus giving it a limited role in steering Jio

operations, competition lawyers say.


Carlyle picks up20% stakein Piramal pharmabiz for $490 mn

CompetitionCommission approves

Facebook-Jio dealworth $5.7 billion

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