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Edelweiss Alternative Asset Advisors Limited acquires stake in MMTP Projects Private Limited

JSA advised Rental Yield Plus Fund managed by Edelweiss Alternatives on the acquisition of MMTP Projects Private Limited (“MMTP”) for over INR 1,500 crores.

Edelweiss Alternatives is one of the largest alternatives platforms in India. MMTP, earlier owned by the MFAR group, owns and operates 1.1 million square feet of gross leasable area within the larger Manyata Tech Park – a prominent technology park in Bengaluru housing multiple office spaces for companies from various sectors. The acquisition of MMTP is in line with Edelweiss’ larger strategy of aggregating high-quality Grade A/A+ office assets into a larger portfolio of commercial office assets across pivotal office micro-markets in key cities.

JSA served as Edelweiss’ counsel on this transaction and advised them on all aspects of the acquisition, including, due diligence, providing regulatory advise, structuring, drafting and negotiating the relevant transaction documents and support on the closing.

Our Transaction Team Comprised Joint Managing Partner – Vivek K Chandy, Partner – Ajay G Prasad and Senior Associate – Soham Roy.

Our Real Estate Team Comprised Joint Managing Partner – Vivek K Chandy, Partner – Karthik BM, Principal Associate – Lakshmi Baradwaj H S, Associate – Spoorthi Krishna.

Our Power and Regulatory Team Comprised Partner – Megha Arora and Associate – Abhishek Rohatgi.

Our Banking and Finance Team Comprised Partner – Anjana Potti, and Senior Associate – Shivpriya Gurtoo.

Other Support, Including Due Diligence Team Partner – Preetha S, Associates – Aishwarya Manjooran, Ajith Kidambi and Thomas G Kolath, Company Secretary – Megha Kumari.

India Leg of Acquisition of Airgap Networks Inc. by ZSC Holdings Limited

JSA advised and assisted Airgap Networks, Inc. (“Airgap”), a Delaware corporation engaged in providing cybersecurity solutions for business-critical networks, on the India leg of the acquisition of Airgap, by ZSC Holdings Limited (“ZSC“), a provider of cloud-based digital security services. The acquisition was structured through a merger of Airgap, with Argus Merger Sub, Inc. (“Argus“), a wholly owned subsidiary of ZSC.

The JSA team was involved in reviewing, negotiation and finalizing the documentation for the acquisition of Airgap Networks India Private Limited, an Indian subsidiary of Airgap, by ZSC, as well as advising on direct and indirect tax issues arising in relation to the transaction.

Our Transaction Team Comprised Joint Managing Partner – Vivek K Chandy, Partner – Ajay G Prasad, Associate – Deviah Chinnappa and Company Secretary – Swati Hegde.

Our Direct Tax Team Comprised Partner – Kumarmanglam Vijay, Partner – Surajkumar Shetty, Associate – Tejasvi Shukla.

Our Indirect Tax Team Comprised Partner – Shareen Gupta, Associate – Tanay Vyas.

Fast Track Merger of BT Global Business Services Private Limited with BT e-Serv (India) Private Limited

JSA advised BT e-Serv (India) Private Limited in merger with its wholly owned subsidiary, BT Global Business Services Private Limited under the fast track route, pursuant to a scheme of arrangement under Section 233 of the Companies Act, 2013. Post the merger, BT e-Serv (India) Private Limited is the surviving entity. As part of the transaction, JSA provided end-to-end assistance in the process of merger before the Regional Director, Northern Region, including drafting of scheme of merger, filing of merger application, making submissions/arguments to the Regional Director, Northern Region and multiple regulatory authorities from time to time.

The surviving entity, BT e-Serv (India) Private Limited, is engaged in the business of providing IT enabled services including data management, information processing, commercial support, customer management, back office data entry support and other related services to BT Group Plc, ultimate holding company.

Our Transaction Team Comprised Lead Partner – Manvinder Singh, Associate – Adarsh Raj Singh, Parnik Saxena and Ayush Negi.

Sourav Nath | Vendor Diligence

Vendor due diligence is a key step for companies and promoters that are looking to raise funds or undertake a secondary sale, as it streamlines the transaction process in terms of timelines and costs. In this podcast, our principal associate Sourav Nath discusses some of the key benefits of undertaking a vendor due diligence, both from a buyer and seller perspectives.

Transcript – Vendor Diligence

What is the purpose of a Vendor Due Diligence Process?

The purpose of a vendor due diligence process is to evaluate and verify the target company’s financial and legal status, as well as assess any potential risks associated with a potential transaction.

 

How is a Vendor Diligence different from traditional Legal Due Diligence?

  1. Vendor due diligence is undertaken by the seller whereas a legal due diligence is undertaken by the buyer;
  2. Timing of the due diligence;
  3. The buyer or the investor is able to identify the risk areas and focus on those during the transaction;
  4. Legal due diligence is more comprehensive.

 

How is Vendor Diligence helpful for Sellers in M&A and investment transactions?

  1. Speeds up the process;
  2. Allows the seller rectify deficiencies in advance;
  3. Allows the seller/ company to identify consent requirements well ahead of time;
  4. Provides an improved valuation; and
  5. Allows company to differentiate their offering from other potential targets of the buyer.

 

How would such Vendor Diligence help buyers/ investors?

  1. Provides investors with a crisp snapshot of the company;
  2. Enables the buyers/ investors to identify and focus on the risk elements quickly;
  3. Streamlines the process of legal due diligence;
  4. If required, a top up diligence can be done.

Lineage Logistics acquires Turvo Inc.

JSA advised Lineage Logistics, LLC, world’s largest temperature-controlled industrial REIT and logistics solutions provider, on the India leg of its 100% acquisition of Turvo Inc., a leading provider of supply chain management, collaboration, and visibility software, including its India subsidiary.

The acquisition was an extension of the two companies’ long-standing partnership which includes a previous investment in Turvo by Lineage. With Lineage’s backing, Turvo is intended to continue to focus on its customers, accelerate innovation in its technology offering and expand into new and adjacent markets under its own brand as a wholly owned subsidiary of Lineage.

The transaction also involved migration of employees of target into a new SAR (stock appreciation rights) plan.

Deal Value: USD 208 million

Our Transaction Team Comrised Lead Partner – Manvinder Singh, Partner – Anant Mishra, Associate – Parnik Saxena and Pragya Pandey.

Our Tax Team Comprised Partner – Kumarmanglam Vijay

Rupinder Malik | The Regulatory and Legal Developments Dealing with M&A Transactions

The Regulatory and legal developments dealing with M&A transactions and the way forward in 2024.

The Government of India is taking relevant measures to sustain market momentum by proactively removing regulatory or and legislative bottlenecks, streamlining processes to facilitate business, and accelerate market expansions.

In this podcast, our Partner Rupinder Malik delves into some of the major regulatory developments of 2023 impacting the M&A transactions. She also envisions the way forward for 2024.

Budget 2024 fuels up Amrit Kaal’s M&A spirits

The specific provisions of the budget, coupled with global economic conditions, will determine the direction and pace of M&A deals in the coming year. This article merges the broad strokes of the Budget 2024, offering a holistic view of the potential impacts on India’s M&A activity. It underscores the budget’s role as a pivotal element in shaping the economic narrative. It sets the stage for an anticipated resurgence in M&A activity bolstered by strategic investments and policy reforms.

India’s mergers and acquisitions (“M&A”) activity took a nosedive in 2023. As per the data collected by Bloomberg, while 2022 was record-breaking and the deal value had reached $192 billion in India, it plunged by 63 per cent in 2023 to $70.9 billion.

Please click here to read the full article by Sidharrth Shankar, published in The Statesman.

M&A in the Infrastructure Sector Key Legal Risks

The legal due diligence process helps in identifying the key legal risks and provides for mitigation strategies.

The Indian infrastructure sector is one of the most significant drivers of the Indian economy. It is a cornerstone for India to reach its ambitious target of being a 10 trillion economy by 2030-35. The infrastructure sector includes various industries such as power (including renewables), oil and gas, roads and transportation, railways, ports, aviation, urban infrastructure, telecom, etc. Being a “public good”, infrastructure projects in India are regulated and sector-specific regulatory bodies have been established to administer the planning, development, and execution of such projects. Development and operation of projects typically requires various regulatory approvals and compliances. Infrastructure projects also involve various stakeholders – developers, lenders, EPC contractors, operation and maintenance service providers, offtakers and in the case of public procurement and/or PPP projects, the relevant government authority issuing the tender/granting the concession. Each of these relationships are governed by appropriate contractual arrangements. The projects are usually developed and operated by a special purpose vehicle company (SPV) incorporated by the project developer for implementing the project.

Please click here or refer to the below document to read the full article by Megha Arora, published in Legal Era Online.

 

 

Groupe Astek acquires Sinergia Media Labs

JSA represented and advised Groupe Astek in its acquisition of Sinergia Media Labs Private Limited (Simelabs) and its subsidiary Goodbits Tech Private Limited.

Astek has acquired a majority shareholding in Simelabs with a commitment for a long-term partnership with the sellers. JSA assisted Groupe Astek with conducting legal due diligence on Simelabs and its subsidiary, and the structuring, documentation, negotiation and closing of the transaction.

Groupe Astek is a French global conglomerate that provides engineering services in advanced technology and IT to a wide array of industries and sectors including Energy, Aeronautics, Automotive, Finance, Transport and Telecom. This is the first acquisition by Groupe Astek of an Indian company and marks the entry of Groupe Astek into the Indian market.  Simelabs is a digital solutions and services provider headquartered in Kochi, India with expertise in executing projects worldwide in the fields of business mobility, artificial intelligence, data science, machine learning, IoT, cloud, and AR/VR technology.

Our Transaction Team Comprised Partner – Archana Tewary, Principal Associate – Nikhil P. Joseph, Senior Associate – Aishwarya B Shankar, Associate – Sneha Mohanty and Company Secretary – Megha Kumari.

ET morning brief podcast – USD 10 billion ZEE-Sony Climax Countdown

Zee’s diverse content and Sony’s global muscle promised a Bollywood blockbuster of a merger. But the highly romanticised story takes a dramatic turn! Rumours are swirling that the $10 billion mega-merger might be off. What are the hurdles? And what went wrong in the two years?

Host Anupriya Nair tries to connect the dots with legal expert Vikram Raghani, Co-Chair of the Corporate Law Practice at JSA, and ET’s Arijit Barman in the latest episode of The Morning Brief podcast.

Please click here to listen to the full podcast.

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