Cyril Amarchand Mangaldas (“CAM”) advised Zenrock Chemicals Private Limited (“ZCPL”) and EAAA India Alternatives Limited (“EIAL”) in their proposed acquisition of the entire promoter and promoter group shareholding (i.e., 50.80%) held in Indo Borax & Chemicals Limited (“Target Company”), a leading manufacturer of boric acid and allied products (“Proposed Transaction”). ZCPL and three alternate investment funds (“AIFs”) managed by EIAL have entered into a share purchase agreement with the promoter and promoter group of the Target Company to acquire 1,63,00,230 equity shares held by them. The Proposed Transaction will result in a change of control which has triggered a mandatory open offer pursuant to Regulations 3 and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Open Offer”).
CAM also advised ZCPL in securing acquisition financing for the Proposed Transaction and the Open Offer from EIAL through structured financing involving subscription by the AIFs to secured non-convertible debentures and compulsorily convertible preference shares in ZCPL.
Additionally, we advised ZCPL and EIAL on their inter se relationship concerning the promoter and promoter group status in the Target Company following the Proposed Transaction and the Open Offer, including the drafting of a limited purpose agreement governing such relationship.
The transaction was led by Amey Pathak, Partner (Head – Banking), Smruti Shah Partner (General Corporate), and Surya Sreenivasan Partner; with support from Kabir Manchanda, Principal Associate; Satvik Kulshrestha, Principal Associate; Priya Gupta, Senior Associate; and Arunimaa Jaiswal, Associate.
Amey Pathak, Partner (Head – Banking) and Surya Sreenivasan, Partner; with support from Kabir Manchanda, Principal Associate advised ZCPL on procuring acquisition financing for the transaction.
Kunal Savani, Partner; with support from D R Shashank, Associate; advised on tax related aspects of the transaction.