Merger and Acquisition

CA. Ushma Shah ,   CA. Parag Kulkarni

Tata Consumer Products

Tata Consumer Products, a subsidiary of the Tata Group, has received board approval for a Rs 6,500-crore fundraising initiative to finance recent acquisitions of Capital Foods and Organic India. The funding will be facilitated through commercial papers and a rights issue. Additionally, the company plans to raise funds via the issuance of commercial papers, not exceeding Rs 3,500 crore, to support bridge funding for the acquisition of Capital Foods Private and Organic India. The acquisition of Organic India involves a 100% stake in an all-cash deal with an enterprise value of Rs 1,900 crore, along with an earnout linked to FY2025-26 financials. Similarly, the acquisition of Capital Foods, known for brands like Ching’s Secret and Smith & Jones, is valued at ₹5,100 crore and will be an all-cash deal, with 75% initially acquired and the remaining 25% over the next three years.

Punjab State Power Corporation Ltd (PSPCL)

On January 02, the Competition Commission of India (CCI) announced its approval of the acquisition of a 100% stake in a GVK Energy subsidiary by Punjab State Power Corporation Ltd (PSPCL). Reportedly, PSPCL has extended an offer of Rs 1,400 crore to lenders for the acquisition of GVK Power Limited, a 540 MW coal-based thermal power plant. This landmark transaction marks the first instance of a state-run distribution company acquiring a private electricity generator. GVK Power Limited is a subsidiary of GVK Energy Limited and ultimately of GVK Power and Infrastructure Limited. With the acquisition, PSPCL now holds full ownership of the 540 MW private thermal power plant located at Goindwal Sahib in Tarn Taran. Punjab Chief Minister Bhagwant Mann, during a press conference on January 1, announced PSPCL’s purchase of the plant for Rs 1,080 crore.

ReNew

On January 8, ReNew, a prominent decarbonization solutions company in India, announced the signing of a Share Purchase Agreement with India Grid Trust for the sale of a 300 MW solar project in Rajasthan, namely ReNew Solar Urja Private Limited (RSUPL). The total enterprise value of the transaction is $199 million (Rs 1550 crore). India Grid Trust, an infrastructure investment trust (InvIT), is the acquiring party. The completion of the transaction is subject to the fulfillment of power purchase agreement conditions. Additionally, an earn-out of approximately $8 million is anticipated, attributed to change-in-law proceeds following the initial payment by RSUPL. Upon transferring the outstanding debt to the buyer, the transaction is expected to generate a cash inflow of approximately $82 million, including change-in-law proceeds, for ReNew.

Veranda Learning Solutions

On January 5, Veranda Learning Solutions, an education enterprise, announced its acquisition of a 50% stake in Tapasya Educational Institutions Private Limited (TEIPL) for Rs 120 crore. This transaction is facilitated through its subsidiary, Veranda XL Learning Solutions. TEIPL specializes in providing comprehensive educational and ancillary services to colleges offering a diverse array of courses, ranging from intermediate and pre-University to graduation programs such as B.Com and BBA. Additionally, TEIPL caters to professional courses like CA and CMA, along with integrated programs. For the fiscal year 2024, TEIPL is anticipated to generate a revenue of Rs 65 crore, accompanied by an EBITDA of Rs 26 crore. The strategic goal is to reach 1 million students in FY24, aligning with Veranda Learning Solutions’ broader objectives. In the previous year, Veranda Learning Solutions disclosed the acquisition of seven businesses through its wholly-owned subsidiary, Veranda Administrative Learning Solutions Pvt Ltd, with a cumulative valuation exceeding Rs 400 crore.

Kalyani Steel

Kalyani Steel has secured the successful bid for the acquisition of assets belonging to Kamineni Steel and Power India, which were in liquidation. In a regulatory filing on January 10, Kalyani Steels Ltd disclosed that it will pay a cash consideration of Rs 450 crore for the assets, with the transaction slated to be completed on or before April 7, 2024. The company had previously deposited Rs 23 crore as earnest money to participate in the e-auction held on January 5 for the asset sale. All acquired assets pertain to the steel manufacturing business of Kalyani Steels, a key player in forging and engineering quality carbon and alloy steels within the over USD 3-billion Kalyani Group.

ACC

The cement and building materials company ACC, owned by the Adani Group, has successfully acquired full ownership of Asian Concretes and Cements (ACCPL) from its existing promoter at an enterprise value of Rs 775 crore. Initially holding a 45% stake in ACCPL, ACC proceeded to acquire the remaining 55%, thereby securing complete ownership. The enterprise value comprises a cash and cash equivalent of Rs 35 crore. Internal accruals have been utilized to fund the entire acquisition. ACC emphasized that this comprehensive acquisition will strengthen ACC’s market leadership in North India, complementing Ambuja Cements. As a subsidiary of Ambuja Cements and part of Adani Cement, ACC operates 20 cement manufacturing sites and over 82 concrete plants across India. Notably, ACC is the first Indian cement company to commit to a net-zero pledge.

Infosys

On January 11, the Board of Infosys, a prominent IT major, revealed a definitive agreement to acquire InSemi, a renowned semiconductor design and embedded services provider, for a total of ₹280 crore. This consideration encompasses earn-outs, management incentives, and retention bonuses, subject to customary closing adjustments. The anticipated closure of the InSemi acquisition is slated for the fourth quarter of fiscal 2024, contingent upon meeting customary closing conditions.

Vikas Ecotech

Vikas Ecotech has entered into an agreement to acquire a 100% equity stake in Shamli Steel, a company specializing in the production of Infrastructural Steel (bars and raw material). The negotiated enterprise value for this acquisition is set at Rs 160 crore, and it will be executed through a share swap deal with existing shareholders. As part of the agreement, Vikas Ecotech has extended a working capital assistance of Rs 15 crore to Shamli Steels, with additional cash injections ranging from Rs 35-50 crore planned for the initial 3-6 months post the operational takeover of the plant. Based in New Delhi, Vikas Ecotech operates in the specialty polymers and specialty additives and chemicals sector, serving diverse applications across agriculture, infrastructure, packaging, electrical, footwear, pharmaceuticals, automotive, medical devices, components, and other consumer goods.

MRF

MRF has said that it will acquire up to 27.2 per cent stake in Pune-headquartered First Energy 8 Pvt Ltd, a renewable energy firm that is developing a wind power plant with a capacity of 47.4 MW in Tamil Nadu, for an estimated ₹35.87 crore. The leading tyre maker has entered into a power purchase agreement with First Energy 8 for the purchase of wind power under the captive power policy. In May 2023, MRF entered into an agreement with First Energy 4 Pvt Ltd for the purchase of solar power. First Energy was then in the process of building a ground-mounted, grid solar electric generating facility at Ottapidaram, Tuticorin district in Tamil Nadu with a total installed 38.2 MW.