Biggest inbound investment of 2012: Amarchand, Platinum, Slaughter, Herbert Smith act on Diageos acquisition of majority stake in United Spirits

London-based Diageo has acquired a 53.4 per cent stake in United Spirits for Rs. 11,166.5 crore (approximately $2.05 billion). This is one of the biggest M&A deals in the country..Amarchand Mangaldas is advising the UB Group with a team led by Managing Partner Cyril Shroff along with Partner Nivedita Rao. Mumbai based Competition Law Partner Nisha Kaur Uberoi and Senior Advisor-Taxation Nanda Shah are advising on competition law and taxation matters, respectively..Herbert Smith Freehill is acting as International legal counsel to UB Group with a team led by Corporate Partners Alan Montgomery and Roddy Martin along with Competition law Partner Andre Pretorious while Kanga & Co conducted the due diligence in India..Platinum Partners is acting as Indian legal advisor to Diageo with a team led by Partner Nihar Mody while Slaughter and May is acting as International legal counsel with a team led by London Partner Simon Nicholls..According to sources, this deals involves nearly 150 lawyers from across the world..VCCircle reports, in the first leg of the transaction Diageo is acquiring 19.3 per cent stake in United Spirits from existing shareholders including the UB Group and the treasury stock of United Spirits (held by two subsidiaries of the company) at Rs 1,440 per share..Diageo will also buy fresh shares of United Spirits, giving it another 10 per cent of the diluted equity base for Rs. 2,092 crore ($385 million). These two transactions will give Diageo a combined stake of around 27.4 per cent (post dilution) for Rs 5,725 crore ($1.05 billion)..Since the acquisition would cross the 25 per cent trigger for mandatory open offer, Diageo will also come up with an offer to buy another 26 per cent stake which may cost it up to Rs 5,441 crore (or a shade above $1 billion). This may push the total deal amount to Rs 11,166.5 crore ($2.05 billion)..The deal is subject to CCI approval. Parties declined to comment if this will be a Form I or Form II filing. However, as United Spirits has 22 millionaire brands in its portfolio and enjoys a strong 59 per cent market share for its first line brands in India and is the leader in the alcohol business in India and given Diageo’s market leader global presence this will likely be a Form II filing. CCI recommends Form II filing when the combined market share between the competitors for horizontal overlap is 15% or more..Diageo is a British multinational alcoholic beverage company headquartered in London and is the largest producer of spirits and a major producer of beer and wine. Some of its brands include Smirnoff and Johnnie Walker. It sells its products in over 180 countries and has offices in around 80 countries, reports Dealcurry.