ELP advises Prime Focus on ₹5,552 crore strategic acquisition and hybrid preferential issue

Economic Laws Practice has advised Prime Focus Limited and its offshore subsidiaries on a strategic acquisition combined with a concurrent fund-raising. The transaction was valued at ₹5,552 crore.

The transaction involved a hybrid cash-plus-share-swap preferential issue of up to 46.26 crore equity shares, executed to acquire nearly 31% of DNEG S.a.r.l., a key step-down subsidiary of Prime Focus, and to raise fresh capital.

Simultaneously, Prime Focus executed a preferential issue of up to 46,26,69,444 equity shares by way of a private placement to marquee investors.

ELP's role involved:

• Structuring the hybrid cash-plus-swap issuance.

• Running regulatory strategy across SEBI, FEMA, and the Companies Act.

• Leading, negotiating and closing all transaction documentation (including investment, swap, and constitutional documents).

• Implementing LODR-compliant minority protections for one of the key investors.

• Coordinating competition notifiability.

The core transaction team was led by Suhail Nathani (Managing Partner), Manendra Singh (Partner), Tanvi Goyal (Associate Partner), and Ambareen Khatri (Senior Associate).

Assistance on Competition Law matters was provided by Ravisekhar Nair (Partner), Parthsarathi Jha (Partner), Aayushi Sharma (Principal Associate), and Ketki Agrawal (Principal Associate).

Prime Focus Limited is a global leader in media and entertainment services.

This is one of the largest preferential issues in the media and entertainment sector in India for 2025, involving marquee global and Indian investors.

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