Hindustan Unilever Limited (HUL) has demerged its Ice-Cream Business into Kwality Wall's (India) Limited (KWIL), its wholly owned subsidiary.
This demerger will be achieved through a scheme of arrangement between HUL, KWIL, and their respective shareholders.
The transaction involves the transfer of all assets, liabilities, operations, intellectual property rights, and employees associated with HUL’s ice cream division into KWIL as a going concern.
Cyril Amarchand Mangaldas advised Hindustan Unilever Limited on this demerger.
Cyril Shroff, Managing Partner at CAM, provided strategic guidance on the transaction.
The transaction was led by Ramgovind Kuruppath and Archit Bhatnagar, Partners at CAM, with support from Nayana Dasgupta, Principal Associate, Pooja Jasani, and Amar Singh, Associates.
The Competition advisory was led by Dhruv Rajain, Partner, with assistance from Aaditya Sahgal, Senior Associate.
The Employment advisory was led by Bishen Jeswant, Partner, with support from Akash Mishra, PA - Designate, Rachita Shah, and Jerrin Mathew, Associates.
Khaitan & Co advised Kwality Wall's on this transaction. The Firm advised KWIL on all post-demerger corporate actions, including providing end-to-end assistance in negotiation and drafting of key agreements such as transitional services agreement, IP licensing agreements, contract manufacturing agreements etc. The firm also advised on the preparation, vetting, and filing of the Information Memorandum for the proposed listing of KWIL on the Indian stock exchanges, ensuring compliance with applicable SEBI and stock exchange requirements. The Firm also advised on various arrangements, including on real estate, IP, technology, data privacy, employees, ESOPs, etc between HUL and KWIL.
The overall transaction was led by Vineet Shingal (Partner), Saloni Mehta (Principal Associate), Associates Prakhar Khandelwal and Akshat Shukla.
Mehul Shah (Partner), Rushabh Gala (Principal Associate), Associates Hiren Kukreja and Aditi Swapnil Rathi advised on the demerger and allied aspects.
Vaibhav Mittal (Partner), Associates Mythri Murali and Avantika Tanwar advised on the capital markets and the listing aspects.
Sharad Abhyankar (Partner), Dinesh Kumar Agrawal (Executive Director), Avnish Sharma (Partner), Deepak Kumar (Partner), Nishad Nadkarni (Partner), Nishant Arora (Partner), Rahul Jain (Partner), Shabnam Shaikh (Partner), Shailendra Bhandare (Partner), Sudipta Bhattacharjee (Partner), Supratim Chakraborty (Partner), Sourav Dan (Counsel), Principal Associates Arjyadeep Roy, Bharat Jain, Pranay Sahay, Rupali Singh; Senior Associates Anushka Venketram, Khushboo Jhunjhunwala, Murugaveni Pillai, Ransher Singh, Riya Manuja, Saranya Mishra, Shramana Dwibedi; Associates Anuraag Bukkapatnam, Avantika Tanwar, Jaanvi Chopra, Mythri Murali and Vaishali Adhikari advised on other aspects of the various transactions.
Other advisors involved in the transaction include Deloitte Touche Tohmatsu India LLP (financial and tax advisor to HUL) and Kotak Mahindra Capital Company Limited (merchant banker to HUL).
Following Unilever PLC's announcement regarding the demerger of its global ice cream business, HUL undertook a comprehensive review by its board. On November 25, 2024, HUL announced that its board had granted in-principle approval for the demerger of the Ice Cream Business, which will be established as an independent listed entity.
The Board of Directors of HUL and KWIL on January 22 approved the demerger scheme, under the scheme KWIL will become a separate publicly listed entity. Under the terms of this demerger, shareholders of HUL will receive one share of KWIL for each share they hold in HUL. Following the demerger and listing, HUL shareholders will directly own all shares of KWIL.
The scheme is subject to requisite approvals including from the stock exchanges, shareholders/ creditors, National Company Law Tribunal, Mumbai Bench. Upon the effectiveness of the Scheme, the shares of KWIL would be listed on the stock exchanges.
The turnover of the ice-cream business undertaking for the year ended 31st March, 2024 was Rs 1,595 crore, representing 2.7 percent of the total standalone turnover of the company for the year ended 31st March, 2024, the company said in a statement