Kochhar & Co. advises Glance InMobi Pte Ltd on its acquisition of Shop101

Kochhar & Co. represented Glance InMobi Pte Ltd (Glance), part of SoftBank-backed InMobi Group, with investments from Google and Mithril Capital, on its acquisition of ‘Shop101’ (O (1) India Private Limited).

Glance delivers artificial intelligence-driven personalised content to screen zero of smartphones. Shop101 is a full-stack e-commerce company that has a network of 10 million resellers and 10,000 supplier partners, serving customers across over 2,000 towns in the country.

The 100% acquisition provided an exit to early-stage backers of Shop101, namely, Kalaari Capital, Stellaris Venture Partners, Unilever Ventures Holdings, VY Capital, Ramakant Sharma, and Raghunandan Gangappa. The transaction also involved the acquisition of shares in Glance by Kalaari Capital, Stellaris Venture Partners, Unilever Ventures Holdings, and VY Capital.

Kochhar & Co. assisted Glance on all aspects of the transaction including due diligence, structuring the proposed acquisition, assistance in drafting and negotiating the relevant definitive agreements, and providing execution and closing related assistance.

The matter was led by Senior Partner, Abhilekh Verma and supported by Principal Associates, Ajay G Prasad, and Anuj Kaila. The due diligence team comprised of Senior Associate Siddharth Santosh and Associates Megha Savanur and Puneet Abrol.

Related media links:

https://www.livemint.com/companies/news/inmobis-glance-to-acquire-shop101-to-launch-influencer-led-commerce-platform-11623659292366.html

https://economictimes.indiatimes.com/tech/startups/inmobi-acquires-shop101-to-enter-indias-e-commerce-space/articleshow/83504238.cms

https://yourstory.com/2021/07/infoedge-acquires-doselect-for-rs-21-crore/amp?utm_pageloadtype=scroll

Kirloskar Oil Engines Limited : Acquisition of Optiflex Energy

Kochhar & Co. represented M/s. Kirloskar Oil Engines Limited (“KOEL”), a listed company and a leading manufacturer of diesel engines and generating sets, in its acquisition of the business of the partnership firm OptiFlex Energy (engaged in manufacturing and selling of wires, cables etc.). KOEL, through its subsidiary, acquired the business of M/s Optiflex by way of a slump sale.

The Kochhar team comprising its Mumbai Resident Head & Senior Partner Rajarshi Chakrabarti, Partner Sameena Jahangir, Senior Associate Tavishi Chandra and Associate Sneha Bhagwat advised KOEL on all aspects of the transaction including conducting a due diligence, drafting of the transaction and ancillary documents and assisting in the pre-closing, closing and post-closing formalities.

Tech Mahindra : Acquisition of Perigord

Kochhar & Co. advised Indian technology giant, Tech Mahindra on the acquisition of 70% stake in Perigord Asset Holdings Limited (“Perigord”), a digital workflow and artwork, labelling and BPO services firm.

The strategic acquisition will help Tech Mahindra augment expertise in the global pharmaceutical, healthcare, and life science (HLS) sectors. As per the formal announcement, Tech Mahindra is expected to leverage Perigord’s expertise and offerings to extend capabilities towards delivering efficiency and automation levers, across sectors including consumer-packaged goods (CPG), medical devices and over the counter (OTC) products to enable growth and scalability in the future. The acquisition is a part of Tech Mahindra’s long-term growth plan to build a presence across key markets in Ireland, Germany, USA, and India with enhanced global delivery.

The transaction was led by Partner Sarika Raichur and supported by Senior Associate Sidhartha Jatar.

Our role involved conducting legal due diligence on the Indian target companies, liaising with Acquirer’s in house teams; rendering structure advice; drafting, negotiating, and settling of all transaction documents such as the Share Purchase Agreements and providing all related legal advice till closing of the transaction as well as conducting closing and rendering post-closing advisory.

Lookout acquires Ciphercloud Inc. globally to deliver security from Endpoint to Cloud

The Firm was engaged by Lookout to assist and advise on the India leg of this cross-border global transaction involving multiple jurisdictions.
The Firm performed a comprehensive due diligence on Ciphercloud’s Indian subsidiary, which covered areas such as corporate, indebtedness, employment, real estate, intellectual property, and litigation.
Our team reviewed the security purchase agreement and other ancillary transaction documents from an Indian law perspective. In respect of the same, advice was provided on aspects related to employment, corporate laws, and intellectual property related issues. The Firm prepared all corporate documents required to complete the India leg transaction which included transfer of shares of the Indian subsidiary. The Firm assisted in successfully closing the India leg and provided post-closing assistance on the transaction under tight timelines.

Tech Mahindra: Acquisition of Digitalonus

Kochhar & Co. advised Tech Mahindra on its acquisition of DigitalOnUs Inc, a hybrid cloud and DevOps services provider, for a consideration of upto $120 million. Tech Mahindra has acquired 100 per cent stake in the organisation to strengthen cloud-native development, hybrid cloud infrastructure, and SRE (Site Reliability Engineering) automation.

The strategic acquisition is expected to enhance Tech Mahindra’s capability in cloud native engineering, and better equip it to develop cutting-edge digital solutions for customers, scaling up near shore delivery capability.

The transaction was led by Partner Sarika Raichur and supported by Senior Associate Devashish Jad and Associate Anushka Agarwal.

Our role involved conducting legal due diligence on the Indian target companies, liaising with Acquirer’s in house teams; rendering structure advice; drafting, negotiating, and settling of all transaction documents such as the Share Purchase Agreements and providing all related legal advice till closing of the transaction as well as conducting closing and rendering post-closing advisory.

Related media links:

Kochhar, Acuity Law act on Tech Mahindra’s acquisition of DigitalOnUs (barandbench.com)

Kochhar & Co. advises a leading e-bus manufacturer on its INR 4 Bn investment

Kochhar & Co. represented PMI Electro Mobility (PMI), a leading manufacturer, technology incubator and developer of ‘zero emission’ commercial vehicles in India, on its INR 4 billion investment from GreenCell Mobility (GCM) an electric mobility-as-a-service (eMaaS) platform promoted by EverSource Capital. The investment proceeds will be utilised by PMI to operationalise a PPP project for the deployment and operation of electric buses along with charging infrastructure across several cities in the State of Uttar Pradesh, India.

The current investment transaction from GCM follows the outcome of a high-profile bid issued by the Government of Uttar Pradesh as part of its FAME-II incentive scheme for the operation of electric buses in select cities in the State. Following the award of the Project to our client PMI, GCM acquired a 49% stake in two special purpose vehicles (SPVs) incorporated by PMI and its consortium members for the implementation of the Project.

This transaction is pathfinding for the Government of India’s commitment to electric mobility as the next frontier in renewable energy, urban regeneration, and sustainability, as also the growing role of institutional capital and private equity in this sector.

Kochhar & Co. with its deep domain knowledge in Infrastructure represented PMI by providing end-to-end transactional support on this investment. The matter was led by Infrastructure Partner, Parul Verma and supported by associate, Swapnil Sant.

GAIL: Debt restructuring of Konkan ING Limited

State-run energy firms NTPC and GAIL swapped their respective shares in Ratnagiri Gas and Power (RGPPL) and, effectively increasing GAIL’s shareholding in KLL to 84% while NTPC’s ownership in the 1,967 mega-watt (MW) gas-based power plant rose to 86.5%. The Firm represented GAIL in a complex transaction which first saw the restructuring of the debt in excess of USD 547 million of Konkan LNG Limited (KLL) and pursuant thereto, the acquisition of controlling interest in KLL by way of a swap of shares with NTPC.
In terms of the debt resolution plan GAIL infused Rs 2,700 crore in KLL in FY20, which was used to settle the latter’s loan of Rs 3,813 crore with 8 banks and financial institutions. This resulted in the increase of GAIL’s equity shareholding in KLL from 40.92% to 69.06%.

The Firm assisted GAIL in its negotiations with the banks, financial institutions on one hand and NTPC on another. In this respect, the Firm prepared the Framework Agreement for the transaction, the Debt Settlement Agreement, the Share Purchase Agreement and related documents including corporate authorisations. The Firm also advised GAIL on its ability to undertake and settle debt in a entity where there are a shareholder but not the parent.

The transaction involved discussions with a number of banks and financial institutions and had to be concluded within the financial year, which gave us a little less than a month in which to not only obtain the corporate approval of GAIL but ensure that all banks agreed to the terms of the settlement. In addition to the above, the Firm assisted GAIL in discussions with the other shareholders of KLL, such as NTPC. It was once the terms were agreed to that we started drafting the transaction documents.

The transaction was reported extensively in the media:

https://www.business-standard.com/article/news-cm/gail-india-to-acquire-ntpc-s-14-82-stake-in-konkan-lng-121022400406_1.html

https://www.business-standard.com/article/news-cm/ntpc-executes-spas-with-gail-india-121022301157_1.html

https://www.financialexpress.com/industry/gail-raises-dabhol-lng-terminal-stake-by-swapping-ratnagiri-shares-with-ntpc/2200666/

https://www.indiainfoline.com/article/news-sector-power/ntpc-to-buy-25-51-stake-of-gail-in-ratnagiri-gas-and-power-while-exiting-konkan-lng-stocks-tumble-121022400410_1.html

Kochhar & Co. advised Finicity, on its acquisition by MasterCard in a USD 825 million all cash deal.

MasterCard has acquired the leading American Fintech company – Finicity Technologies along with its two wholly-owned subsidiaries in India and Australia.

Working closely with Finicity’ s global counsel – Cooley LLP, the Kochhar team comprising its Mumbai Resident Head & Senior Partner Rajarshi Chakraborty, Partner Sameena Jahangir, Senior Associate Tavishi Chandra and Associate Sneha Bhagwat advised the client on the Indian leg of the global transaction and assisted in all pre-closing, closing and post-closing formalities.

Under the terms of the agreement, Mastercard acquired Finicity for US$ 825 Mn upfront, with the potential of US$ 160 Mn in additional earn-out payments contingent on meeting performance targets.

The aforesaid transaction is the Winner of the DEAL OF THE YEAR AWARD 2020 by Indian Business Law Journal (IBLJ)

 

In a Criminal Writ Petition filed by Kochhar & Co. on behalf of CD Pharma, the Delhi High Court Keeps the EOW Delhi Police Closure Report in Abeyance and Directs the Special Commissioner to Review the Investigations.

Pursuant to a criminal writ petition filed by Kochhar & Co. and argued by our Managing Partner Mr. Rohit Kochhar on behalf of the Italian pharma company Actial’s Indian subsidiary (CD Pharma), the Delhi High Court directed the closure report of the Economic Offences Wing (EOW) of the Delhi Police to be kept in abeyance, and for the Special Commissioner to review the investigations and file a report within a stipulated timeframe.

The writ petition challenged the closure report on various grounds including, unlawful access provided by the police to the Italian lawyer for the Swiss accused, of the entire case file, in complete violation of Section 172 of the Code of Criminal Procedure (CrPC), which specifically bars an accused or his agent from gaining access to the investigation records.

The news has been covered by ANI News network. Please click the media link below to read the coverage.

Delhi HC holds EOW closure report, directs special commissioner to examine investigation (yahoo.com)

Acquisition of Vnotch Software Services by Process Fusion Inc.

The Firm assisted Process Fusion Inc (‘Process Fusion’) in its initial investment into Vnotch Software Services Private Limited (‘Vnotch’) whereby Process Fusion acquired 60% shareholding in Vnotch from the existing promoters. Vnotch would henceforth be operated as a joint venture company as per the agreed business plan.

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