Khaitan & Co, SAM act on Mahindra acquiring 58.96% stake in SML Isuzu for ₹555 crore

Mahindra & Mahindra Limited has made a strategic acquisition of a 58.96% stake in SML Isuzu Limited for ₹555 crore.

This acquisition involved the purchase of 43.96% stake from Sumitomo Corporation and 15% stake from Isuzu Motors Limited.

Khaitan & Co acted as legal counsel to Mahindra & Mahindra on this acquisition.

The core team for the transaction consisted of Haigreve Khaitan (Senior Partner), Ashraya Rao (Partner), Vidur Sinha (Partner), Kaushik Babu (Principal Associate), Ketan Jain (Associate) and Akhil Wilson Thomas (Associate) along with Arindam Ghosh (Partner), Gaurav Malhotra (Counsel), Anvita Mishra (Counsel) and Vritika Lakhwani (Senior Associate) on open offer aspects.

Further, the following members assisted the team on various aspects:

Mehul Shah (Partner) and Sudhir Bassi (Executive Director) on the structuring aspects.

Anshuman Sakle (Partner), Siddharth Pravin Bagul (Principal Associate), Yatharth Vardhan Singh (Senior Associate), Armaan Gupta (Senior Associate) and Shubhanshu Jain (Associate) on competition law aspects.

Sharad Abhyankar (Partner) on corporate governance aspects; and

Vanita Bhargava (Partner) and Vishal Shrivastava (Principal Associate) on environmental law advisory.

Due Diligence:

In addition to the core team, the following members assisted in due diligence aspects on SML Isuzu Limited:

Corporate, litigation and regulatory aspects: Sheldon Dsouza (Principal Associate), Hansaja Pandya (Senior Associate) and Rishika Jain (Associate).

Intellectual Property aspects: Smriti Yadav (Partner) and Sunaina Brahma (Principal Associate).

Real Estate aspects: Avnish Sharma (Partner) and Shivam Sachdeva (Senior Associate).

Shardul Amarchand Mangaldas & Co advised Sumitomo Corporation and Isuzu Motors on the execution of their respective share purchase agreements on this transaction.

The Transaction team was led by Rudra Kumar Pandey – Partner, Amanjot Malhi – Partner, Ashim Gupta - Senior Associate, Jyoti Gautam Tanwar - Senior Associate, Deepti Pandey – Associate, Sneha Kalia – Associate, Rachit Grover - Associate and Kunal Gupta – Associate.

Disputes Team was led by Ajit Warrier - Partner, Angad Kochhar - Partner, Akshay Sharma - Partner, Smarika Singh – Partner, Aditya Sarin - Principal Associate, Aman Goyal - Associate, Astha Rath - Associate, Ayushi Thakur - Associate, Deeksha Pokhriyal - Associate, Jasneet Jolly - Associate.

Employment team was led by Kriti Kaushik - Partner, Suryansh Gupta - Principal Associate, Sanskriti Nigam - Associate.

Competition team was led by Harman Singh Sandhu - Partner, Atreyee Sarkar - Partner, Sonali Charak - Principal Associate, Janhavi Jyoti Singh - Associate, Parinita Kare - Associate.

Environment team was led by Radhika M. Dudhat - Partner, Priyanka Seth - Counsel, Dhwani Manish Baxi - Senior Associate.

Real Estate team was led by Shrutikirti Kumar - Partner, Arnav Sahni - Principal Associate, Aman Gupta - Associate.

Securities law aspects (including open offer related regulatory considerations) were led by Kanwardeep Singh - Principal Associate.

Tax team was led by Rahul Yadav - Principal Associate, Nimish Malpani - Senior Associate, Saksham Nalotia – Associate.

Prashant Saran - Senior Consultant also shared his inputs on securities law aspects

The agreed price is ₹650 per share, which is notably lower than SML Isuzu's recent market price of around ₹1,773.4 per share. Additionally, M&M will initiate a mandatory open offer to acquire up to an additional 26% stake from public shareholders at ₹1,554.6 per share, as per SEBI regulations

This acquisition aims to enhance M&M's position in the >3.5-tonne CV segment, where it currently holds a 3% market share. By integrating SML Isuzu's operations, M&M anticipates doubling its market share to 6%, with aspirations to reach 10–12% by FY31 and over 20% by FY36

SML Isuzu, established in 1983, is a prominent player in the intermediate light commercial vehicle (ILCV) buses segment, holding a 16% market share.

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