Mergers & Acquisitions - Luthra & Luthra

Mergers & Acquisitions
Ranked in Tier One by the Chambers & Partners 2013 & 2012.
Awarded the ‘Indian Law Firm Award’ for Mergers & Acquisition by India Business Law Journal.
Recipient of the Asialaw India awards for ‘M&A team of the year’.
Recipient of the Asia M&A Atlas Award in the category of ‘Asia Pacific Entertainment & Media Deal of
the Year’ in 2009 for the transaction ‘NBC Universal acquisition stake in NDTV’.
Ranked 1st in India in the CorpINTL Asia-Pacific League Tables 2010 for M&A by value.
Indicative list of Transactions:
Indiabulls Real Estate: The transaction involved the exit of US-based investment fund
Farallon Capital Management LLC, in a string of seven project vehicles which are subsidiaries
of Indiabulls Real Estate Limited spread across Gurgaon, Sonepat and Chennai for a total
consideration of Rs 1,172 crore (USD 187 million). The investment into the project vehicles
involved multiple instruments (including CCDs and OCDs) through various investment vehicles
under different routes of investment and the restructuring of the deal, to cater to the commercial
objectives, while minimizing legal and regulatory challenges.
The Ratnakar Bank Limited: The Firm acted as the lead legal advisor to The Ratnakar Bank
Limited that has signed definitive documents with the The Royal Bank of Scotland to purchase
the Business Banking business, Credit Cards business & Mortgage portfolio of The Royal Bank
of Scotland in India. The deal comprises of over 1.2 lakh customers of The Royal Bank of
Scotland. Employees of The Royal Bank of Scotland associated with the aforementioned
businesses are proposed to be absorbed by The Ratnakar Bank Limited.
Book My Show_Big Tree: Strategic alliance between PVR Limited, India’s largest cinema
operation/management company, and Big Tree Entertainment Private Limited, which manages
the “Bookmyshow” ticketing platforms- for inter alia booking of movie tickets of PVR Theatres
on the Bookmyshow ticketing platforms - and other incidental matters. The team was
extensively involved in drafting and negotiation of extremely complex and nuanced transaction
documents, including the ticketing agreement. Given the strategic nature of the alliance
between the parties, and the extremely intricate and complex commercial structure of the deal,
the team was required to consistently innovate and devise complicated and novel legal and
commercial constructs - and draft unique and elaborate transaction documents.
EDF ENERGIES NOUVELLES AND EREN: We are advising EDF Energies Nouvelles (a
company incorporated under the laws of France and controlled by Électricité de France S.A)
and EREN (a company incorporated under the laws of Luxembourg and controlled by Mr. Pâris
Mouratoglou and Mr. David Corchia) in their proposed 50:50 joint venture with ACME group of
companies (engaged in the business of solar power generation). The transaction is valued at
50 million dollars.
Resultrix Media: We advised Resultrix group of companies (headquartered in Mumbai,
Resultrix is engaged in the business of providing search engine marketing, search engine
optimization, creative desktop web analytics, social media marketing, display advertising and
website design. It has entities/subsidiaries in India, Singapore, USA and Dubai) in their
acquisition by Publicis Groupe Holdings B.V., (a private company categorized under Trust
Service and based in Amstelveen, Netherlands) and AREBU Holdings B.V (a company also
based in The Netherlands). The transaction was a 100% strategic acquisition transaction,
through an earn out model spread over attaining specified operating margins. The deal has
been valued at approximately USD 10 million dollars.
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The Carlyle Group: We represented The Carlyle Group is its global acquisition of the
performance coatings business of E.I. du Pont de Nemours and Company. The company is
being renamed Axalta Coating Systems. Axalta Coating Systems is a global supplier of
coatings to the transportation and industrial sectors. The investment was funded primarily with
equity from Carlyle Partners V and Carlyle Europe Partners III. Overall global transaction value
was USD 4.9 billion.
Creative Artists Agency, LLC: Advised Creative Artists Agency, one of the world’s largest
talent and celebrity management agencies in setting up a 50:50 joint venture entity with the
KWAN Group in India to manage and market brands and celebrities in the SAARC countries.
The firm advised on various aspects of Indian law and was instrumental in drafting and
negotiating the various transaction documents to consummate and implement the transaction.
Allegis Group Inc.: Advised the Allegis Group, the world’s fourth largest staffing company, in
its acquisition of the global assets of Frontline Consulting Services Inc. (an American company
with presence in several countries) including the 100% stock of the Indian subsidiary viz.
Frontline Consulting Services Private Limited. The Firm advised extensively on all aspects of
the India acquisition including the structuring of the transaction, conducting a comprehensive
legal due diligence of the Indian target, drafting and negotiating the transaction documents,
advise on regulatory issues including relating to foreign exchange laws, corporate law, real
estate, labour and employment laws, and selective tax issues and assistance with regulatory
filings, and implementing the closing of the Indian transaction. The global deal value is
approximated to be USD 60 million.
Allegis Services (India) Private Limited: Advised Allegis Services (India) Private Limited is
the sale of certain assets & liabilities relating to the Technology Services Group of Allegis
India’s EASI division to Xitadel CAE Technologies India Private Limited & Vardar CAE
Technologies Private Limited, companies under the Prakash Krishnaswamy group.
Abbott Laboratories: Advised Abbott Laboratories on its USD 6.2 billion acquisition of
Belgium-based Solvay Pharmaceutical. This transaction would provide Abbott with a large and
complimentary portfolio of pharmaceutical products, as well as, help in expanding Abbott’s
presence in key global emerging markets.
Vedanta Group: The firm advised Citigroup in the recently announced Vedanta Group Merger
& restructuring exercise involving the merger of Sesa Goa Ltd. (“Sesa Goa”) and Sterlite
Industries (India) Ltd. (“Sterlite”) and the consolidation and simplification of the group structure.
Sesa Sterlite is expected to be the world's seventh largest global diversified natural resources
major by EBITDA. The total value of the merged entity is USD 10 Billion Plus.
Abbott Laboratories: Advised Abbott Laboratories on its acquisition of Piramal Healthcare
Limited’s healthcare solutions business, for a consideration of USD 3.8 billion. This was one
of the largest and most complex business transfers in the Indian market, and the Firm was
closely involved in all aspects of the transaction - negotiation and finalization of the transaction
documents, due diligence, corporate advisory, structuring of the transaction and funding, entity
formation, all ancillary and related matters, closing of the transaction and post transaction
integration, and advised on all areas of law including direct and indirect tax, contract law, real
estate, stamping laws , competition law, intellectual property, labour and employment laws,
foreign exchange, structuring, securities laws, regulatory, pharma and health laws (all in the
backdrop of general M&A and corporate advisory).
Award: This deal had won the ‘Deal of the year’ award by India Business Law Journal.
AXA Investment Managers and Bank of India: The Firm advised AXA Investment Managers,
France on its joint venture with Bank of India in relation to AXA’s asset management (mutual
fund) business in India.
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Dell Inc. - Gale Networks: The Firm represented Dell in connection with the India-leg of the
transaction, namely conducting a legal review of the Indian subsidiary and advising on the
transaction documents. In addition, the Firm advised extensively on all regulatory and legal
aspects of the transaction including on the software technology park scheme, foreign exchange
laws and labour laws.
Quark: Advised Quark, Inc., : A privately held provider of publishing software for professional
designers and enterprise organizations, in connection with the sale of its business to Platinum
Equity Partners, a US-based private equity firm.
Tangoe, Inc.: Advised Tangoe, Inc., a NASDAQ listed corporation in the acquisition of the
“telecommunications expense management” business of Symphony Teleca Corporation
(“STC”), a US based corporation. The transaction entailed sale and purchase of STC’s
“telecommunications expense management” business in both the U.S and India. The total deal
value of the transaction was USD 41 million.
Middleby Corporation: Advised Middleby Corporation, a NASDAQ listed corporation, in the
acquisition of business of Stewart Systems Global, LLC relating to designing, manufacturing
and selling industrial, bread and bun and tortilla bakery equipment and material handling
systems. The total deal value of the transaction was approximately USD 28 million.
Lending Space Group: The Firm was representing the sell side (Lending Space Group) and
was involved in reviewing and advising on the transaction documents and also providing
assistance with the closing documentation and mechanics for the transaction. The Firm also
advised extensively on all regulatory and legal aspects (including under foreign exchange laws
and taxation laws) of the transaction at the Indian level including the issues pertaining to the
transfer of assets by the Company which had a permit to operate under a special incentivized
scheme of the government (that is, under the Software Technology Park scheme). Total
transaction value was USD 12.25 million.
Samara Capital Partners Fund I Limited: The Firm advised Samara Capital Partners Fund I
Limited on the acquisition of the entire shareholding on Network 18 Media and Investments
Limited in Newswire 18 Limited and further subscription to the capital of Newswire 18 limited
resulting in Samara acquiring approximately 77% stake in Newswire 18 Limited. Jurisdiction is
India. Estimated value- INR 900 million.
Petronas: Represented Petronas International Limited by reviewing, assisting with
negotiations and finalizing the trade agreement, broker agreements and various transaction
documents for the sale of its stake in Cairn India Ltd. This is the largest bulk trade transaction
that has taken place in India with the value of the stake being approximately USD 2.1 billion.
Genesis Luxury Fashion Pvt. Ltd.: Our role included drafting, revising and reviewing the
whole set of transaction documents which included inter alia a joint venture agreement, a
distribution agreement, business transfer agreement, services agreement and assignment
deed- and other ancillary matters related to the same. This transaction has a value of USD 5
million approx.
Life Healthcare Group: Represented Life Healthcare Group Limited in its acquisition of a 26%
equity interest in Max Healthcare Institute Limited (MHIL) on a fully diluted basis for an
aggregate consideration of INR 516 crores. The Firm assisted and advised Life on conducting
a high level due diligence on MHIL and its subsidiaries and for review, negotiation and
finalization of the transaction documents.
Radiant Hospitality Services Private Limited: The Firm advised Radiant Hospitality Services
Private Limited, its Promoters and selling shareholders on the acquisition of a 76% stake (to be
scaled up to 100%) by OCS Group UK in Radiant Hospitality Services Private Limited. The
value of the stake was approx USD 6 Million.
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Wolfensohn Capital: Advised and assisted the sale of Wolfensohn Capital Partners’
(“Wolfensohn Capital”) 7.4% stake in Fabindia Overseas Pvt. Ltd. (“Fabindia”) to L Capital. The
firm was involved in provision of tax advice and related structuring, drafting of the transaction
documentation, extensive negotiations with the counter party and closing of the transaction.
The transaction required extremely quick turnarounds under stringent timelines and entailed
extensive negotiations with the counter party on several issues and particularly on tax and
other indemnities. The transaction also entailed addressing certain structuring and regulatory
issues and is one of the large deals in the single brand retail space in the recent times.
Korean Western Power Company: Advised Korean Western Power Co, a subsidiary of South
Korea’s power giant KEPCO, in relation to its acquisition of 22.7 % of Pioneer Gas Power
Limited (the shareholding eventually going upto 40%), an SPV implementing a 388 MW gas
based power plant in Raigad, Maharashtra, having a estimated project cost of $250 million.
Conducted due diligence on the project company, and shared drafting and negotiating roles
with Baker Mckenzie, Hong Kong for all transaction documents, and oversaw the closing
process.
Alere Group: Assisted the Alere Group, as the sole legal counsel, in its acquisition of a 40%
strategic stake by way of primary and secondary investment, in Pathcare Labs Private Limited,
a company engaged in diagnostic services in the field of pathology, and in the stem cell
business. The Firm was involved in the drafting of the transaction documents, drafting of the
closing documents, negotiating and closing the transaction. The Firm also conducted an
extensive due diligence on the target company and drafted several ancillary business
agreements in pursuance thereof.
DLF Limited: Represented DLF Limited regarding its disinvestment from its SPV, which owns
an IT Park in State of UP. The transaction involved sale of the SPV’s shares to IDFC Limited
in various tranches over a period of two years based on various milestones. The transaction
had various complex structuring issues and a complicated share escrow mechanism. Due to its
being a multi tranched funding structure, this transaction was a mix of being a joint-venture and
M&A and therefore, required a balance of varying expectations and inter se rights and
obligations of the parties (including DLF’s other existing JV partners in the SPV). The total deal
size was Rs. 460 crores (approx).
Suntory Beverage & Food Asia Pte. Ltd.: The Firm assisted in relation to its joint venture
with Narang Group by acquisition of a 51% stake in Narang Connect Private Limited to
establish a joint venture to be called Suntory Narang. The objective of this joint venture is to
actively market/develop Suntory beverages in India by achieving synergy between the Narang
Group's marketing and sales network in India and Suntory's strengths in product development
and production technologies.
Reed Elsevier Overseas BV: The Firm advised Reed Elsevier Overseas BV, Netherlands
(“Reed Elsevier”) on Indian legal, regulatory and tax aspects of the transaction, which inter alia
involved conducting legal due diligence on the assets of Manch Communications Private
Limited (“Manch Communications”) and its promoters, advising on investment by Reed Elsevier
in the joint venture company by way of acquisition of shares held by the promoters of Manch
Communications in the joint venture company and transfer of the Business (defined below) by
Manch Communications to the joint venture company. The Firm drafted all the transaction
documents and assisted in negotiating and execution of such documents. The Firm also
assisted in the closing process leading to a successful consummation of the transaction.
Tata: Advised the Tata Global Beverages Limited (“TGBL”) group in the set up of a 50:50 Joint
Venture to operate Starbucks café’s in India. The firm advised on Indian legal and regulatory
issues arising in the transaction, also drafted/reviewed, assisted in negotiating and closing the
various transaction documents to consummate and implement the transaction.
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Safran: Assisted Safran S A, France in the various Indian regulatory laws in completing the
acquisition of the shares of the Indian subsidiaries of L-1 Identity Solutions Inc., a leading
identity management solutions provider in the United States, for a total cash amount of USD
1.09 billion. Following this transaction, Safran S A, France becomes the world leader in
biometric indentity solutions.
Nokia: Advised Nokia on its acquisition of Obopay’s India operation. Assisted Nokia with
setting up a subsidiary in India, drafting the asset transfer agreement and other ancillary
documents, along with subsequent revision and finalization of the same based on negotiation
between the parties.
Martin Engineering: The firm assisted with drafting, negotiating and revising the transaction
documents and closing of the deal for Tumri Engineering in an asset purchase (including
transfer of real property, Intellectual property and employees) of Clean Cat Conveyors Private
Ltd.
AECOM: Assisted in the acquisition of 100% equity interest in Spectral Services consultants by
AECOM India. The firm conducted the legal due diligence on the target company and advised
on structural aspects of the transaction, drafting and negotiation of all transaction documents.
Mechel Carbon AG: Assisted in negotiating and finalizing the joint venture of Mechel Carbon
AG with Northern Exim Private Limited.
ArcelorMittal: Advised ArcelorMittal on its USD 125 million stake acquisition in Mumbaibased
Steel company Uttam Galva Steels. The Firm drafted and negotiated the share
purchase agreement and a co-promotion agreement. It also advised on the structuring of the
collaboration between the Indian owners of the target and ArcelorMittal as also on compliance
with Indian foreign exchange regulations and securities laws.
Hitachi – Hi Rel Electronics Joint Venture: Assisted Hi Rel Electronics (the Company) in
negotiating and finalizing the joint venture with Hitachi Ltd. wherein Hitachi Ltd. acquired a
majority equity stake in the Company.
Collective Media, Inc.: The Firm played a primary role in drafting, negotiating and revising the
transaction documents relevant to the Indian leg and the closing of the Indian leg of the deal.
The jurisdiction advised on was India. The transaction involved the acquisition of the entire
share capital of Tumri Software Technologies Private Limited by Collective Media, Inc.’s Dutch
affiliate and another group company.
Hydo Power project: Represented two group companies, extensively involved in hydro power
projects, in their minority investments of 26% each in two SPV companies in Himachal
Pradesh that house licenses of 5 MW and 4 MW respectively, for development and operation
of hydro power projects in Himachal Pradesh
Publicis Groupe Holdings B.V: Advised Publicis Groupe Holdings B.V in the acquisition of
51% of the share capital of Twenty Twenty Media Private Limited; Twenty Twenty Webtech
Private Limited & BrandMap Communications Private Limited by Publicis Groupe Holdings B.V.
from the existing shareholders with the right to acquire the further share capital.
Ciena Corporation: Advised Ciena Corporation, a multinational specializing in highperformance
network systems, software and professional services, in the India leg of its
worldwide acquisition of the optical networking and carrier Ethernet technology of Nortel's
Metro Ethernet Networks (MEN) business. The aggregate purchase price is reported to be
approximately USD774 million.
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Acquisition of 49% stake in NDTV Lifestyle by Astro All Asia Networks Plc: Advised
NDTV Ltd (one of India’s largest media corporation) in its joint venture with a subsidiary of
Astro All Asia Networks Plc for Lifestyle channels in India. South Asia Creative Assets Ltd
(which is a subsidiary of Astro) acquired 49% stake in NDTV’s Lifestyle business.
Bharat Oman Refineries Limited: Advised Bharat Oman Refineries Limited in relation to the
additional investment in the company by Oman Oil Company and Bharat Petroleum
Corporation Limited, for the purpose of funding a 6 million metric ton refinery project by Bharat
Oman Refineries Limited with an estimated cost of USD 636 million.
Forrester Research Inc.: Advised Forrester Research Inc. in a transaction relating to the
Indian leg of the global acquisition by Forrester Research Inc. of the Springboard Research
(SBR) business of Knowledge Platform Inc. (Cayman Islands) in various jurisdictions including
India.
Hi-Rel Electronics Private Limited: The Firm assisted the Company in negotiating and
finalizing the joint venture with Hitachi, commencing from the time of initial discussions
between the parties till the closing of the transaction. The joint venture between the Company
and Hitachi is expected to boost the power electronics business in India, which is aimed to
generate revenues of around Rs. 8 billion in the fiscal year ending March 31, 2016.
Sesa Goa limited: Advised Sesa Goa Limited, India’s largest private iron ore exporter and a
part of the London listed Vedanta Resources, in the direct and indirect acquisition of Goabased
Dempo Group’s mining assets. The acquisition involved 100% equity stake in V.S
Dempo & Co. Pvt.Ltd., and amounted to a deal value of USD 368 million.
Voith Paper Holding GmbH & Co. KG: Represented Voith Paper Holding GmbH & Co. KG
(“Voith Germany”), a German engineering company founded in January 1867 and a turnover of
Euro 4.9 billion, in its acquisition of the entire 50% stake held by its joint venture partner Larsen
& Toubro Limited (“L&T”) in the Kolkata-based company Voith Paper Technology (India)
Limited (“Voith India”).
PVR-IMAX : Represented PVR Limited in a transaction with regards to an alliance between
PVR Limited, a leading player in the cinema exhibition business and operator of multiplexes in
India with IMAX Corporation (one of the world’s leading technology companies in the
entertainment industry) to install (and maintain) digital IMAX ® theatre systems in four key
locations in India.
Unitech-Telenor: Advised Unitech Wireless on the structuring, regulatory aspects and
completion of the transaction with respect to acquisition of 60% equity stake by Telenor in
Unitech's group companies engaged in telecom business for a value of approximately USD 1.8
billion.
BeijingWest Industries Co. Ltd.: Assisted BeijingWest Industries Co., Ltd. of Beijing, China,
along with its wholly-owned global subsidiaries (informally known as BWI Group) in completion
of their approximately USD 100 million asset and business acquisition of the former Delphi
Ride Dynamics and Brakes business units and a premier supplier of automotive chassis
products to OEMs in the U.S., Europe and Asia.
Award: This deal has also won the award of being the ‘Deal of the year’ by Asian-Counsel.
Pfizer Inc.: Assisted Pfizer with its strategic acquisition of Vetnex Animal Health Limited.
Vetnex Animal Health Limited has an annualized turn over of USD 26 million and is the third
largest player in the Indian animal health products industry. With this acquisition, Pfizer is
expected to be the largest player in the animal health industry in India.
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Green Infra Limited: Advised Green Infra Limited on the purchase of BP’s Indian wind
business. BP held three wind farms in India with a total capacity of 100 MW. The deal was
valued at USD 95 million.
DT Cinemas: Recently advised DT Cinemas (a DLF Group Company) in the proposed sale of
its cinema exhibition business (as a slump sale) to PVR Cinemas in a stock and cash deal.
National Buildings Construction Corporation Limited: Acted as sole counsel to NBCC in a
Joint Venture Project with Mahavir Hanuman Group involving the acquisition and development
of 50 acres of land in India.
Air India Limited and Indian Airlines Limited: Advised on the amalgamation of Air India
Limited and Indian Airlines Limited, two national carriers, into National Aviation Company of
India Limited (NACIL), a 100% government company. The amalgamation has resulted in the
creation of the largest airline in India.
United Spirits Limited: Advised United Spirits Limited in the acquisition of Whyte & Mackay,
the world’s leading Scotch distiller. The size of the acquisition was USD 1.18 billion and the
Firm advised on the acquisition financing as well. By this acquisition United Spirits Group has
become the second largest spirit manufacturer in the world.
Award: This deal has also won the award of being the ‘Deal of the year’ by the Pacific
Business Press.
Mylan Laboratories Limited: Advised Mylan Laboratories Inc., a NYSE listed entity in relation
to its acquisition of a controlling stake (71.5%) in Matrix Laboratories Limited a leading Indian
manufacturer of generic pharmaceutical products at a transaction value of approximately USD
736 million.
United Breweries Holding Limited: Advised United Breweries Holding Limited in relation to
acquisition of a substantial stake in Deccan Aviation Limited, a listed entity and operator of a
leading low-cost airline in India. UB Holding Ltd. is the promoter of Kingfisher Airlines, a leading
full frill airline which has won several awards in the aviation sector. The transaction value
amounted to USD 220 million.
DLF Hotel Holdings Limited: Advised DLF Hotel Holdings Ltd in relation to acquisition by
Silverlink Holdings, a holding company of the luxury hotels and resorts under the brand Aman
Resorts. Aman Resorts is one of the world's premier hospitality and lifestyle businesses and
currently owns and operates 22 luxury hotels, in 12 countries. The deal Size is estimated over
USD 400 million.
Joint Stock Financial Corporation Sistema: Advised Joint Stock Financial Corporation
Sistema, better known as “Sistema” the largest private sector consumer services company in
Russia and the CIS, in its acquisition of approximately 74% of existing shares in Shyam
Telelink Limited (a CDMA telecom service provider in the state of Rajasthan) and further 74%
investment in the charter capital of the company through preferential allotment. The total deal
value was approximately USD 627 million.
Roca: Advised Roca Corporation Empresarial, SA. Roca, a Spanish conglomerate and a
leading sanitary-ware & bathroom products company in relation to the acquisition of entire
stake in Parryware Roca Ltd. in two tranches with a transaction value of over USD 325 million.
NDTV Limited: Advised NDTV Limited, one of India’s leading news TV conglomerates, in a
USD 150 million stake sale, and joint venture with NBC Universal, Inc. of USA.
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Award: Recipient of the ACQ M&A Atlas Award in the category of ‘Asia Pacific
Entertainment & Media Deal of the Year’.
CapitaLand Retail Limited: Advised CapitaLand, Asia’s largest real estate companies with
regards to acquisition of stake in a leading real estate developer in India for USD 400 million.
Oman Investment Fund: Advised Oman Investment Fund, an investor in Quippo Telecom, in
evaluating and structuring Quippo Telecom’s investment in Wireless TT Infrastructure Limited,
the company which has been formed by Tata Teleservices Limited to hold the tower
infrastructure of TTSL.
DLF Hotel Holdings Limited: Advised DLF Limited (India), a leading real estate developer of
India in its venture with Hilton International Co., a leading international chain of hotels, for
owning, developing, managing and operating hotels under various “Hilton” brands in India.
AXA S.A (France): Advised AXA S.A (France), a global leader in insurance business in
relation to the joint venture with Bharti Enterprises (India) Limited, one of India’s leading
business conglomerates, to establish a general insurance joint venture company under the
name of Bharti AXA General Insurance Company Limited (the “Company”).
Rothschild Trust: Advised Rothschild Trust in relation to the acquisition by Del Monte Pacific
Ltd, producers, marketers and distributors of premium food and beverage products of 40.1%
stake in FieldFresh Foods Pvt Ltd., the joint venture between EL Rothschild Ltd. and Bharti
Enterprises.
The Allegis Group: Advised Allegis Group, one of the world’s largest privately held staffing
companies, in its acquisition of 100% of the equity share capital of TVA Infotech Private Limited
from the existing shareholders.
DLF’s joint venture with the Giorgio Armani group: Advised DLF in its joint venture with
Giorgio Armani group by virtue of which all ‘Giorgio Armani’ and ‘Emporio Armani’ Retail Stores
in India would be opened and operated by the DLF-Armani JV Company.
DLF’s joint venture with Salvatore Ferragamo: Advised DLF Retail Brands Limited, in its
joint venture with the internationally renowned Salvatore Ferragamo Group for the retail of
single brand products under the Salvatore Ferragamo and Ferragamo brands in India through
Nelia Retail Private Limited.
DLF Joint Venture with Boggi: Advised DLF in a transaction involving the establishment of a
joint venture company – that is to function as an exclusive vehicle for all retail business under
the Boggi and Boggi Milano brands in India as well as in Sri Lanka and Bangladesh.
DLF Joint Venture with Piquadro: Advised DLF in a transaction involving a joint venture
between Piquadro and DLF whereby the parties agreed to combine their respective areas of
expertise to undertake the business of developing a network for the sale and distribution of the
Piquadro’s products in India, based primarily on retail boutiques to be managed by the joint
venture entity being set up by the parties.
DLF Retail-Capri Franchise Arrangement: Advised DLF in a transaction involving granting of
exclusive rights to DLF Retail Brands Private Limited to market, sell and distribute products of
the “Alcott” brand in India.
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Zilog Inc: The Firm represented Zilog Inc, a globally established company dealing in semi
conductors and software in its sale of assets to the UEI Group, across several jurisdictions.
The Firm's involvement in the transaction included structuring of the transaction and advise on
legal and tax issues related to the India leg of the transaction. In addition to customary issues,
the deal involved critical issues related to STPIs and tax laws related to the same.
Ingredion Inc: Advised Ingredion Inc (earlier known as Corn Products), one of the world
leading players in the starch business, in its acquisition of the starch business of Akzo Nobel.
The Firm advised on the entire India leg of the transaction including setting up of the Corn
Products subsidiary in India (which was the acquisition vehicle), review of India level
transaction documents, advise on legal issues related to the matter (including corporate
compliances, employment matters and assisting in obtaining licenses and registrations for the
new entity). The global deal value was approximately USD 1.3 billion.
DLF-SIA Boutique: Advised DLF in a transaction involving a franchise arrangement for the
retail of products under the SIA brand as well as for the opening of retail stores across India.
DLF-Luxxotica: Advised DLF in a transaction involving inter alia franchise arrangement and
dealership arrangements for the retail of eyewear products and opening of several retail stores
across India under the brand “Sunglass Hut”.
DLF-DKNY: Advised DLF in its extensive franchise arrangement with the global luxury fashion
house Donna Karan International, for setting up and opening retail stores across India under
the brands "DKNY" and "Donna Karan New York".
DLF joint venture with Mothercare: Advised DLF Retail Brands in its joint venture with
Mothercare (the globally renowned player in the field of mother and child care products).
Some transactions prior to January 2007:
United Spirits Group: Advised the United Spirits Group in the acquisition of approximately
75% shares of Shaw Wallace (SWC), a listed company and the country's second largest spirit
manufacturer. The size of this acquisition was approximately USD 400 million, after which the
United Spirits Group has become the third largest spirit manufacturer in the world.
Prudential Financial Limited: Advised Prudential International Insurance Holdings, a
subsidiary of Prudential Financial Limited in a transaction for the setting up of a life insurance
company in India under the name of DLF Pramerica Life Insurance Company limited, along
with DLF Limited.
Nirula’s: Advised the various Nirula’s Group Entities owning a chain of Hotels & Restaurants in
connection with the sale by the promoters of their entire equity in the aforesaid entities
constituting 100% of their respective equity capital by Navis Capital Partners a Malaysia based
buy-out fund.
Exxon Mobil: Advised Exxon Mobil in connection with the sale of its LPG business in India to
Total Fina Elf.
Perot Systems: Advised Perot Systems on the acquisition of 100% stake in an Indian
company, involved in BPO operations, from HCL Technologies.
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Moser Baer: Advised Moser Baer in establishing a joint venture with Imation in Dubai for
distribution of optical media products globally.
Max Health Care Institute Limited: Advised Max Health Care Institute Limited a healthcare
company in the acquisition of a company which owned certain operating hospitals in India.
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