JSW Paints Limited is set to acquire a stake up to 74.76% in Akzo Nobel India Limited (ANIL) from Akzo Nobel N.V. and its affiliates for a consideration of ~₹9,403 crore, subject to certain closing adjustments.
The Proposed Transaction is subject to the approval of the Competition Commission of India and the completion of a mandatory tender offer to the public shareholders of ANIL.
This acquisition will trigger an open offer for up to 25.24% stake of the voting share capital of the Company, from its public shareholders by JSW Paints Limited along with persons acting in concert for an amount of up to ~₹3,929 crores.
Khaitan & Co advised JSW Paints on this acquisition.
The core team consisted of Shishir Jose Vayttaden (Partner), Abhishek Dadoo (Partner), Surbhi Ajitsaria (Principal Associate), Jayantika Khanna (Principal Associate), Riya Sharma (Senior Associate), Gaurang Mansinghka (Senior Associate), Gitika Lahiri (Associate), Harishankar Raghunath (Associate), Niyati Karia (Associate) with assistance from the following:
Intellectual Property diligence: Nirupam Lodha (Partner), Malika Nandkeolyar (Senior Associate), Toshani Mukherjee (Senior Associate) and Vanshika Thapliyal (Associate);
Financing agreements and diligence: Manisha Shroff (Partner), Arijit Sarkar (Partner), Mohit Kishore (Partner), Rajshekhar Upadhyaya (Principal Associate), Anushka Sinha (Senior Associate), Sriram Madhav Kommu (Senior Associate), Tushar Kumar (Senior Associate) and Jhanvi Shah (Associate);
Competition law aspects: Anisha Chand (Partner), Alisha Mehra (Principal Associate), Nilav Banerjee (Senior Associate) and Toshika Soni (Associate);
Diligence: Shishir Jose Vayttaden (Partner), Surbhi Ajitsaria (Principal Associate), Riya Sharma (Senior Associate), Gitika Lahiri (Associate), Naina Bora (Associate), Prakhar Khandelwal (Associate), Shreeya Agrawal (Associate), Tawishi Beria (Associate), Aathira Satish (Consultant);
Real Estate diligence: Avnish Sharma (Partner), Gaurav Dasgupta (Partner), Sudheer Madamaiah (Partner), Kartik Shiv Kumar (Counsel), Rishabh Mukund Vora (Counsel), Rupali Singh (Principal Associate), Siddharth Godha (Principal Associate), Riya Manuja (Senior Associate), Shreetama Chakraborty (Senior Associate), Harish Bojappa Kugunavar (Associate), Nupur Antrolikar (Associate) and Richaa Mukhopadhyay (Associate);
Data Privacy diligence: Supratim Chakraborty (Partner) and Shramana Dwibedi (Senior Associate);
Employment diligence: Vinay Joy (Partner), Srishti Ramkrishnan (Counsel), Simran Sharma (Senior Associate), Ajay Kranthi Kothwal (Associate) and Tanvi Uday Shetty (Associate).
Trilegal advised AkzoNobel on this transaction.
The Trilegal Team was led by Partners: Yogesh Singh and Ankush Goyal. The corporate team also included Counsel: Prarthna Baranwal; Senior Associates: Amit Nain, Nikhil Issar, Natansh Jain, Pallav Gupta, Shiluti Walling, and Suyash Bhamore; and Associates: Praduta Singh and Sakshi Sharma.
The Trilegal Real Estate Team advising on the matter was led by Partner: Sadaf Shaikh; and supported by Counsels: Dilnaz Bapasola and M U Ganashruthi; Senior Associate: Roshini Bansal; and Associate: Ayush S Rao and Mahathi U.
The Trilegal Intellectual Property Team advising on the matter was led by Partner: Kirti Balasubramanian; and supported by Associates: Paarth Samdani and Rimjhim Mishra.
The Trilegal Anti-Bribery and Anti-Corruption Team advising on the matter was led by Partners: Kunal Gupta and Siddharth Gupta; and supported by Counsel: Sahil Bansal; and Associate: Vidushi Gupta.
The Trilegal Employment Law Team advising on the matter was led by Partner: Swarnima; and supported by Senior Associates: Banuprakash N and Sohail Hafesjee; and Associates: Aaryana Anand, Mridhushi Damani, and Sahana R.
The Trilegal Tax Team advising on the matter was led by Partners: Himanshu Sinha and Komal Dani; and supported by Counsels: Rohit Kumar S and Yash Varmani; Senior Associates: Anjani Kumar, Deepanshu Jhanwar, Samyak Jain, and Utkarsh Mittal; and Associates: Hema Preethi, Ishabh Verma, and U Shreyas.
The Trilegal Competition Team advising on the matter was led by Partner: Gautam Chawla; and supported by Counsel: Ankush Walia; Senior Associate: Madhav Kapoor; and Associates: Akanshha Agarwal and Umang Chaturvedi.
The Trilegal Technology, Media and Telecommunications Team advising on the matter was led by Partner: Jyotsna Jayaram; and supported by Senior Associate: Sidharth Ray; and Associates: Anushka Gupta, Joseph Antony Padikkala, and Pranay Jalan.
The Trilegal Capital Markets Team advising on the matter was led by Partners: Bhakta Patnaik and Albin Thomas; and supported by Counsel: Malika Grewal.
The Trilegal Environment Law Team advising on the matter was led by Partner: Rajat Jariwal; and supported by Senior Associates: Gaurav Sharma and Prerna Singh; Consultant: Nishtha Kumar; and Associate: Dev Chand.
The Trilegal Corporate Governance and Compliance Team advising on the matter was led by Partner: Sampath Kumar; and supported by Senior Associate: Nikita Vijay; and Senior Consultant: Charu Tiwari.
This is the first time an acquirer will utilize Regulation 7(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to pro-rata reduce the transaction size and the open offer size to help maintain public shareholding. This is also the first acquisition in the paints space to be referred before the Competition Commission of India.
Launched in 2019, JSW Paints is today one of India’s fastest growing paints companies, with a diverse portfolio of decorative paints and industrial coatings. With a long-standing history of product and process innovation, consumer-resonant brand marketing, state-of-the-art manufacturing facilities and an expanding, pan-India distribution network, the company aims to revolutionise the Indian paints industry.
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