Cyril Amarchand Mangaldas (CAM) advises Blue CoralInvestmentHoldings Pte.Limited Y CIA S.R.C (a spanish affiliate of ADV Partners) (“ADV“) and Arjas Steel Employee Benefit Trust (“ESOP Trust“) in the sale of the entirety of their shareholding, i.e., amounting to 99.12% of the issued and paid -up share capital, in Arjas Steel Private Limited (“Arjas“) to Sandur Manganese & Iron Ores Limited (“Sandur“), a listed entity in India, and BAG Holdings Private Limited (an affiliate of Sandur) (“BAG“). The consideration for the transaction is based on an adjusting equity value construct, and will be determined as per the terms of the share purchase agreement. The transaction also involved the refinancing of the external commercial borrowings(“ECBs“), availed byArjas,by Sandur and BAG,such thaton the closing date, theprincipal amount and accrued interest on the ECBs, towards Blue CoralInvestment Holdings Pte. Ltd (a Singapore affiliate of ADV) would stand fully discharged. Since the transaction triggered approval thresholds, the closing of the transaction would be subject to an approval from the Competition Commission of India (“CCI“).
CAM played a key role in structuring the transaction to minimize business warranties in relation to the sale shares and advised on modification of the ESOP scheme, for facilitation of the transaction and ensuring transition of the management, post-closing.
The General Corporate team of Cyril Amarchand Mangaldas advised on the matter. The transaction team was led by Smruti Shah, Partner; Soumya Srivastava, Partner; with support from Shashank Ugrankar, Principal Associate; Arunimaa Jaiswal, Associate; and Samaksh Khanna, Associate, Shivika Gupta, Associate, Kushal Tekriwal, Associate.
Kaustav Kundu, Partner, advised on the CCI related aspects of the transaction. Kunal Savani, Partner, and Bipluv Jhingan, Principal Associate, advised on the tax related items associated with the revised ESOP scheme.
Other parties and advisors to the transaction included Ernst and Young, acted as advisor for ADV Partners.
The transaction was signed on 25th April, 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.
