Cyril Amarchand Mangaldas (“CAM”) advised Ambuja Cements Limited (“Ambuja”) in its acquisition of 100% of the shareholding of Penna Cement Industries Limited (“PCIL”) from promoter/ promoter group (“Transaction”). The Transaction was undertaken by entering into a binding agreement, setting out the terms and conditions of the Transaction and subsequently a share purchase agreement (“SPA”). The shares of PCIL were purchased for an enterprise value of INR 9,822 crores (“Enterprise Value”). We also advised Ambujawith respectto the provision of an inter-corporatedepositofINR300 croresto P.R. CementHoldings Limited, a group company of PCIL. Further, we advised in repayment of loans by PCIL and its subsidiaries by subscription of optionally convertible debentures by Ambuja in PCIL and its subsidiary Marwar Cement Limited, in two or more tranches (“Financing Transaction”).
This acquisition will boost Ambuja’s target of reaching 140 MTPA capacity in the cement manufacturing market by financial year 2028.
Our firm played a crucial role and advised on the drafting, negotiation, and finalization of key transaction documents, including the SPA, EscrowAgreement,AssuranceContract,Transition ServicesAgreement and Optionally Convertible Debentures Subscription Agreements, along with Corporate and Personal Guarantee Deeds and ensured seamless compliance with all closing conditions and procedures.
The General Corporate team of Cyril Amarchand Mangaldas advised on the matter. The transaction team was led by Smruti Shah, Partner; Paridhi Adani, Partner; Anand Jayachandran, Partner; with support from Viraj Gami, Principal Associate; Utkarsh Mankad, Senior Associate-Designate; Arushi Bindal, Associate; and Pauravi Kolhe, Associate.
Lakshmi Prakash, Partner; with support from Krithika Srinivasan, Senior Associate; Shivpriya Gurtoo, Senior Associate; and Kumari Saloni,Associate; advised and assisted on certain financing related aspects and documents ofthe transaction.
Anand Jayachandran, Partner; with support from Supriya Aakulu, Principal Associate; Rohit Maheshwary, Associate; Manav Sridharan, Associate; advised and assisted on corporate related aspects of the legal due diligence;
Abe Abraham, Partner; with support from Anna Thomas, Principal Associate; Sonam Ambastha, Associate; Shivika Gupta, Associate; advised and assisted on employment related aspects of the legal due diligence;
Smruti Shah, Partner; with support from Samaksh Khanna, Associate; Maya Venkiteswaran, Associate; advised and assisted on financing related aspects of the legal due diligence;
Gyanendra Kumar, Partner; and Monark Gahlot, Partner; with support from Soumya Dasgupta, Principal Associate; Smitanshu Choudhary, Associate; advised and assisted on litigation related aspects of the legal due diligence;
Abhilash Pillai, Partner;Jinal Mehta, Partner; Emil Joseph, Partner; Ashish Jain, Partner; with support from Esther Susie Joshua Philip, Senior Consultant; Archit Mishra, Senior Associate; Shorya Choudhary, Senior Associate; Shivom Sharma, Senior Associate Designate; Bhargavi Akanksha, Consultant; Rohan Chugh, Associate; Manogya Chava, Associate, and Kalyan Chakravarthy, Associate; Sri Krishna, Associate; advised on real estate related aspects of the transaction.
Ramanuj Kumar, Partner; Aniket Singhania, Partner; Nishikant Sao, Partner-Designate; with support from Shrey Srivastava, Principal Associate; Stuti Kaushik, Associate; Deepanshu Agarwal, Associate; advised and assisted on project related aspects of the legal due diligence; and
Smruti Shah, Partner; with support from Viraj Gami, Principal Associate; Utkarsh Mankad, Senior Associate-Designate; Arushi Bindal, Associate; advised and assisted on insurance and intellectual property related aspects of the legal due diligence.
Other parties and advisors to the transaction included Tatva Legal, who acted as the legal counsel for Penna Cement Industries Limited.
The Parties signed the Binding Agreement on June 13, 2024 post which they entered into a Share Purchase Agreement on July 1, 2024 which was closed on August 16, 2024.
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About Cyril Amarchand Mangaldas
Cyril Amarchand Mangaldas(cam) is India’s leading law firm with a global reputation of being trusted advisers to its clients. The Firm advises a large and diverse set of clients, including domestic and foreign commercial enterprises, financial institutions, private equity and venture capital funds,start-ups, government and regulatory bodies. The Firm generalists, specialists and senior ex-regulators expertly guide clients across a spectrum of transactions, sectors and regulations. The Firm is one of the largest full-service law firm in India and offices in key business centers at Mumbai, Delhi-NCR, Bengaluru, Ahmedabad, Hyderabad, Chennai, GIFT City, Singapore and Abu Dhabi.
The Firm received “National Law Firm of the Year: India” at the IFLR Asia-Pacific Awards for the second consecutive years in 2023 and 2022 and “Innovation in Advancing Markets” award at the FT Innovative Lawyers Asia Pacific 2022 Awards. The Firm had won “India Deal Firm of the Year” at the ALB India Awards and “Firm of the Year” at the IFLR1000 India Awards in 2022.
