Siemens Energy India Limited


Siemens Limited’s demerger of energy business

Khaitan & Co advised Siemens Limited (SIL) on the demerger of its energy business into a separate legal entity – Siemens Energy India Limited (SEIL) (currently a wholly owned subsidiary of SIL), by way of a scheme of arrangement.

As per the scheme of arrangement, shareholders of SIL will receive 1 equity share of SEIL for every 1 equity share of SIL. SEIL will be subsequently listed and will mirror the shareholding of SIL, upon the receipt of requisite approvals. The proposed transaction is, inter alia, subject to receipt of requisite approvals from statutory and regulatory authorities, including the approval from BSE Limited, National Stock Exchange of India Limited and the Securities and Exchange Board of India, the respective shareholders and creditors of SL and SEIL and National Company Law Tribunal (NCLT). The process of demerger, including receipt of requisite approvals, and subsequent listing of SEIL is expected to be completed in 2025.

The demerger will enable both companies to pursue their specific strategies, focus on their core portfolios and take decisions on capital allocation. This will enable the full value of each of the businesses to be unlocked for the benefit of the shareholders.

Khaitan & Co was the sole legal advisor for the transaction, and advised on all legal aspects of the demerger and the transaction as a whole, including: (a) the structure for effecting and implementing the transaction; (b) advising on complex aspects of Indian laws; and (c) drafting and finalizing all the transaction documents for implementing the structure — including the scheme of arrangement, implementation agreement and all requisite regulatory documents, compliances and disclosures in connection with the transaction. Khaitan & Co will continue to advise SIL and SEIL on all legal aspects until the completion of the transaction, including the NCLT process and all other aspects relating to receipt of all the requisite statutory approvals, subsequent listing of SEIL etc.

The core deal team comprised of Niren Patel (Partner), Mehul Shah (Partner), Shreya Mukherjee (Partner) and Rushabh Gala (Principal Associate), and was assisted by:

(a) Securities law aspects: Arindam Ghosh (Partner), Shashank Patil (Counsel), Gaurang Mansinghka (Associate) and Shubhra Wadhawan (Associate)

(b) Scheme related aspects: Aman Yagnik (Counsel), Jamsheed Dadachanji (Principal Associate), Amit Panwar (Senior Associate) and Dhruvi Rakesh Dharia (Associate)

(c) Documentation aspects: Zico Bahl (Senior Associate)

(d) Employment law aspects: Anshul Prakash (Partner), Abhisek Choudhury (Principal Associate), Ajeta Anand (Associate) and Shubhangi Zite (Associate)

(e) Real-estate aspects: Harsh Parikh (Partner)

(f) Tax-structuring aspects: Bhavin Vora (Executive Director) and Shailesh Mundra (Associate)

(g) Anti-trust aspects: Anshuman Sakle (Partner) and Anisha Chand (Partner)

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