M&A Magazine

Tata Group is one of the oldest and biggest group in the country. The group has many companies and we always see restructuring happening in the group and subsidiaries year after year. There can be many reasons behind internal restructuring like better group structure, selling of profitable or nonprofitable business, consolidation of similar businesses etc. In a similar restructuring, we are seeing that TATA Motors shall be giving its Defense Business to TATA Advanced Systems via a Slump Sale Transaction. TRANSACTION: TATA Motors Ltd. (TML) , the Transferor Company has recently on 11 th September 2018 filed a draft scheme of Arrangement with the Bombay Stock Exchange proposing to sale the Company's Defense Undertaking to Tata Advanced Systems Limited (TASL) , Transferee Company, a wholly-owned subsidiary of Tata Sons Limited, to be entered into between the Transferor Company, Transferee Company  and their respective members and/or creditors, as the case may be, pursuant

Insolvency Proceedings Scenario: In order to tide over the mounting non-performing assets of banks, especially in the power and steel sector, the government legislated Insolvency and Bankruptcy Code (IBC). After one and a half year, lender’s filing cases against defaulting corporate debtor started picking up the pace, but only a few are reaching its desired conclusion and yielding in resolution plan. As per information available (June 2018), 33 cases have successfully resolved the matter by way of resolution plan till date. Amongst them, the bigger names are Bhushan Steel and Electro Steel steels Ltd which are part of 12 companies which were initially recommended by RBI for insolvency proceedings . In these two companies, financial creditors have taken a haircut of 36.51% and 59.62% respectively. Table 1: Top 10 Cases Resolved under the IBC (All figs in INR Crores - As of June 2018) Sl. No. Name of Corporate Debtor Total Admitted Claims Admitted Claims of FCs # Liquidation V

Consolidation is picking in the radio industry. In a move to take on other radio giants, the two separately listed entities HT Media Limited and Next Mediaworks Limited has decided to consolidate their operation. HT Media Limited (HTML) is a media conglomerate with interests in the newspaper, radio, digital media and education businesses. The Company is involved in printing and publishing of English newspaper ‘Hindustan Times’, Hindi newspaper ‘Hindustan’ and Business newspaper ‘Mint’. HT Music & Entertainment Company Limited (HTMEL ) is a wholly owned subsidiary of HTML which is operating the FM Radio station in Chennai. Next Mediaworks Limited (NML) is a listed holding company of Next Radio Limited (NRL) which operates FM radio stations under the brand “Radio One” in Delhi, Mumbai, Chennai, Kolkata, Bengaluru, Pune and Ahmedabad. Radio Business of HTML The company operates radio stations under the brand names of ‘Fever’ and ‘Nasha’. Fever FM operates a ra

Flipkart-Walmart deal is the most talked about acquisition news in the past months. Officially, Walmart has now completed its 77% acquisition in Flipkart and has also got a go ahead from Competition Commission of India . But amidst the good news, is a bad one also where the retail traders across India have reportedly got affected and offended, pertaining to the new threat posing in front of them as the foreign giant is trying to enter retail market of India directly or indirectly. Let us go through the sequence of events in this Article in which the traders have taken legal recourse against the E-Commerce Unicorn and what are the laws in context. Competition Act, 2002 and Power of Competition Commission of India (CCI) Competition Act, 2002 provides for establishment of a Commission to prevent practices having adverse effect on competition among other aims. Legally, for any Acquisition (termed as a ‘ combination’ under the Competition Act, 2002) taking place involving entit

The government has decided to merger three banks – Bank of Baroda, Dena Bank and Vijaya Bank -- to reduce the amount of capital it needs to put into these banks and help clean their balance sheets. The three merged state-owned banks will the third-largest lender after State Bank of India and HDFC Bank. The name of the merged entity and the share-swap ratio will be decided soon. Bank unions, however, were quick to oppose the merger. While Dena Bank has been placed under the prompt corrective action framework by Reserve Bank of India with restriction on lending, Vijaya Bank is among the only two lenders to have reported a profit in 2017-18. As a percentage of total assets, Dena Bank has the highest net non-performing assets at 11.04% while Vijaya Bank has 4.10% and Bank of Baroda 5.4%. The weaknesses of Dena Bank are being diluted by pooling them with the strengths of the other two. The merger of the three banks is a signal for further consolidation among the 17 state-owned

RHI Magnesita Group , a leading global supplier of the high-grade refractory product, systems and services has a presence in India through its acquired listed entity Orient Refractories and two other unlisted companies. The group has decided to consolidate its refractories business in India. Orient Refractories Limited (Orient) is in the business of manufacture and marketing of refractory products, systems and services and has various global partners for its international quality products In 2011, Orient Abrasives Limited demerged its refractory business into Orient. In January 2013 RHI Acquired 43.6% share capital of the Orient and further 26% via open offer. The transaction price for 69.6% totalled approximately INR 360 cores. RHI India Private Limited (RHI India), incorporated in 2007 is a subsidiary of Dutch Brasil Holding B.V., which is ultimately owned by RHI Magnesita N.V. RHI India is engaged in the business of purchase, sale, import, export and marketing of ref