Competition / Antitrust

Khaitan & Co advised Sovos Compliance Ltd on acquisition of IRIS Business Services Limited’s GST Application Service Provider business through a carve-out of the business into IRIS Logix Solutions Pvt Ltd (a subsidiary of IRIS Business Services Ltd) and the subsequent acquisition of IRIS Logix Solutions Pvt Ltd. Deal closing is subject to fulfilment of Closing conditions. 

The Firm advised Sovos Compliance Limited on the due diligence, structure of the transaction, drafting, negotiating, and finalisation of transaction documents, and assistance with closing.

Khaitan & Co advised and assisted Kedaara Capital (through its Acquirers) in procuring unconditional approval from the Competition Commission of India for its financial investment in Porter. The transaction involved a minority investment of sub 10% through a mix of primary and secondary by the Kedaara Group in Porter for a total consideration of USD ~112.70 million. 

Khaitan & Co advised Somic Ishikawa Inc. in finalising agreement for acquisition of balance stake from existing joint venture partner, ZF India Pvt Ltd, making Somic ZF Components Pvt Ltd a wholly owned subsidiary of the Somic group. 

The Firm acted as legal counsel to Somic Ishikawa Inc. on all legal aspects of the transaction, including: (i) negotiating, drafting, and reviewing transaction documents; (ii) conducting limited legal due diligence on Somic ZF Components Private Limited; and (iii) assisting with the execution of transaction documents.

Khaitan & Co advised Torrent Pharmaceuticals Ltd on its proposed acquisition of a stake in J.B. Pharma from KKR, valuing J.B. Pharma at INR 25,689 crores. The deal includes acquisition of KKR’s 46.39% stake in J.B. Pharma for INR 11,917 crores, an open offer for acquisition of up to 26% stake of J.B. Pharma, a potential 2.80% stake purchase from certain employees and a proposed merger of J.B. Pharma with Torrent. 

Khaitan & Co acted as legal advisors to Softbank Vision Fund in relation to redomiciling of Meesho Inc. from US (i.e., Delaware incorporated entity) to India by way of merger of Meesho Inc. into and with Meesho under the NCLT route. 

Khaitan & Co advised Mazagon Dock Shipbuilders Ltd in relation to acquisition of a majority stake in Colombo Dockyard PLC ("CDPLC"), an entity listed on the Colombo Stock Exchange for a total consideration of USD 52.96 million. The majority stake in CDPLC will be acquired by Mazagon, through a combination of primary subscription and secondary acquisitions from the shareholders of CDPLC (including Onomichi Dockyard Co. Ltd., a majority shareholder of CDPLC).

Khaitan & Co advised JSW Paints Ltd in relation to a transaction for acquisition of a stake up to 74.76% in Akzo Nobel India Ltd (ANIL) from Akzo Nobel N.V. and its affiliates for a consideration of ~INR 9,403 crores, subject to certain closing adjustments ("Proposed Transaction"). The Proposed Transaction is subject to the approval of the Competition Commission of India and the completion of a mandatory tender offer to the public shareholders of ANIL. 

Khaitan & Co advised SLK Software Pvt Ltd (“SLK”) and its promoters on its acquisition by TPG backed Altimetrik. The transaction closure is subject to customary conditions. 

The Firm advised on the deal structuring process, vendor legal due diligence, drafting, negotiation and finalization of definitive documents.

Khaitan & Co advised the Blackstone Group in its acquisition of South City Projects (Kolkata) Ltd (“SCPKL”) from its existing shareholders, comprising of Merlin Group, Sureka Group, Emami Group, JB Group, Shrachi Group and Rameswara Group. SCPKL houses the iconic “South City Mall” in Kolkata, West Bengal. 

Khaitan & Co acted as legal advisors to Peak XV Partners in relation to redomiciling of Razorpay Inc. from US (i.e. Delaware incorporated entity) to India by way of (i) merger of Razorpay Inc., into and with Razorpay Software Pvt Ltd under the fast-track merger route, and a parallel (ii) demerger of the regulated businesses of Razorpay Software Pvt Ltd into Razorpay Payments Pvt Ltd under the fast-track demerger route.