Cyril Amarchand Mangaldas advised Unicommerce eSolutions Limited (“Company”) and Acevector Limited (formerly known as Snapdeal Limited) (“Promoter Selling Shareholder/ AceVector”) as their legal counsel as to the Indian law, on the Company’s initial public offering of 25,608,512 equity shares of face value ₹1 each (“Equity Shares”) aggregating to ₹2,765.72 million (the “Offer” or “Offer for Sale”) by the Promoter Selling Shareholder and SB Investment Holdings (UK) Limited (“Investor Selling Shareholder/ SoftBank”). The Offer was oversubscribed by close to 168 times, with the qualified institutional buyers’ portion and retail investors’ portion being oversubscribed by 138.75 and 130.99 times, respectively.
The Equity Shares listed and commenced trading on BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”) on August 13, 2024. The Equity Shares were listed at a premium of approximately 118%.
The Company provides a comprehensive suite of Software-as-a-Service (“SaaS”) products that help enterprise and small to medium businessesto efficiently manage their post purchase e-commerce operations. The Company is India’s largest e-commerce enablement SaaS platform in the transaction processing or nerve centre layer, in terms of revenue for the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 (Source: Redseer Report) and stands out asthe only profitableplayer among the top five players in thisindustry in India during Fiscal 2023 (Source: Redseer Report).
Our firm played a pivotal role in addressing key complexities in the transaction which included among others, identification of additional promoters following the filing of the DRHP with the SEBI and the Stock Exchanges; addressing indemnity issues pertaining to Starfish I Pte. Ltd. (a SoftBank entity invested in AceVector) being identified as a promoter of the Company; and clarifying the holding company-subsidiary relationship between AceVector and the Company.
The Capital Markets team of Cyril Amarchand Mangaldas advised on the transaction and was led by Gokul Rajan, Partner & Regional Head Markets Practice (Northern Region); with support from Nayan Jain, Principal Associate; Chinar Gupta, Senior Associate; Priyanka Khetwal, Associate; Subham Jain, Associate; Aarushi Jain, Associate; Nitesh Mishra, Associate; and Anjini Ganguly, Associate.
Reuben Chacko, Partner & Regional Co-head Markets Practice (Southern Region); with support from Saurav Das, Senior Associate; and Pragya Gupta, Associate; advised SoftBank, the Investor Selling Shareholder.
Bharath Reddy, Partner; with support from Dipti Khatri, Principal Associate; and Simran Jain, Senior Associate Designate; advised in relation to the matters pertaining to ESOP schemes of the Company.
Other parties and advisors to the transaction included IIFL Securities Limited and CLSA India Private Limited who acted as the book running lead managers to the Offer;; J. Sagar Associates, who acted as the Indian legal counsel for the book running lead managers; and Sidley Austin LLP, who acted as the international legal counsel for the book running lead managers.
The transaction was signed on November 22, 2022 and closing was done on August 13, 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.
