Khaitan & Co, Metalegal act on L'Oreal acquiring majority stake in Innovist

L'Oreal India Private Limited has acquired a majority stake in Onesto Labs Private Limited (Innovist), a leading digital-first Indian personal care house of brands.

The transaction involves the upfront acquisition of a majority stake in Innovist through an all-cash secondary purchase of shares from its promoter and existing shareholders. As part of the transaction, L'Oréal has also secured the right to acquire the remaining minority stake held by Innovist’s founding team. 

Khaitan & Co advised L'Oréal on this acquisition. The Firm assisted L'Oreal in end-to-end execution and closing of the transaction, including undertaking legal due diligence on Onesto Labs Private Limited, advising on structuring, documentation and negotiation of the transaction documents, which included a share purchase agreement and a shareholders' agreement, and closing of the transaction through escrow mechanism (cash and shares).

The core transaction team consisted of Surbhi Kejriwal (Partner), Vedika Bhandari (Principal Associate), Nikhil Singh (Senior Associate) and Sanjitha Ravi (Associate), with strategic inputs from Rabindra Jhunjhunwala (Partner) and assistance from the following:

Direct tax aspects: Vinita Krishnan (Executive Director), Bharat Jain (Principal Associate) and Krishnal Shailesh Agrawal (Associate);

Indirect tax aspects: Mayank Jain (Partner) and Rajshree Lohia (Senior Associate);

Competition and merger control law aspects: Anshuman Sakle (Partner), Siddharth Pravin Bagul (Principal Associate), Sana Vaidya (Associate) and Priyal Shukla (Associate);

Legal due diligence: Surbhi Kejriwal (Partner), Supratim Chakraborty (Partner), Shailendra Bhandare (Partner), Deepak Kumar (Partner), Shramana Dwibedi (Principal Associate), Vaishali Adhikari (Senior Associate), Ashutosh Mishra (Senior Associate), Ishita Khanna (Associate), Madhav Govind (Associate), Vidhi Damani (Associate), Disha Basnet (Associate), Sanjitha Ravi (Associate) and Vedaant Agarwal (Associate);

Structuring from FDI in E-Commerce perspective: Sanjay Khan Nagra (Partner) and Vishakha Sharma (Principal Associate);

Structuring from merger laws perspective: Mehul Shah (Partner) and Rushabh Gala (Counsel); and

Financing aspects: Dr Siddharth Srivastava (Partner) and Rashneet Kaur (Counsel).

Metalegal Advocates advised Innovist on this transaction.

Founded in 2019 by Rohit Chawla, Sifat Khurana and Vimal Bhola, Innovist markets its products in the personal care category under the primary brand name "Bare Anatomy", "Chemist at Play" and "Sunscoop" in and outside India.

Through this strategic acquisition, L'Oreal has widened its presence in the cosmetics and haircare sector in the world’s fastest-growing beauty market.

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