Cyril Amarchand Mangaldas advises Renew Exim DMCC in its acquisition of 46.64% stake in ITD Cementation India Limited from Italian-Thai Development Public Company Limited

Cyril Amarchand Mangaldas (“CAM”) is representing Renew Exim DMCC (“Purchaser”), an Adani group entity, on its acquisition of 46.64% equity stake and control over ITD Cementation India Limited (“Target Company”) from Italian-Thai Development Public Company Limited, Thailand (“Seller”). The Purchaser has entered into a share purchase agreement (“SPA”) with the Seller for acquisition of 8,01,13,180 equity shares representing 46.64% of the share capital of the Target Company (“Transaction”). The consummation of the Transaction is subject to completion or waiver of the conditions precedent as set out in the SPA including but not limited to the receipt of the required statutory approvals.

The execution of the SPA has also triggered an obligation on the Purchaser to make an open offer to the public shareholders of the Target Company under Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

As legal counsel to the Purchaser, our firm was involved in conducting legal due diligence on the Target Company, review, negotiation and finalization of the transaction documents including the SPA. We are also assisting the Purchaser with open offer documentation and application to the Competition Commission of India.

The transaction was led by Anchal Dhir, Partner and Ravi Shah, Partner, with support from Arnav Shah, Principal Associate, Neeti Amin, Associate and Swini Khara, Associate.

Avaantika Kakkar, Partner & Head – Competition, Vijay Pratap Singh Chauhan, Partner with support from Rajat Sharma, Senior Associate, Ananya Mahant, Associate, Jaibir Bindra, Associate and Parth Mishra, Associate is assisting with the notification to Competition Commission of India regarding the Transaction.

The due diligence was led by Ravi Shah, Partner, with support from Avani Dalal, Principal Associate, Neeti Amin, Associate and Vidhi Shah, Associate.

Abhishek Sridhar, Partner with support from Hrishikesh Bhise, Associate and Aadit Jogani, Associate advised and assisted on financing related aspects of the legal due diligence.

Monark Gahlot, Partner with support from Priyal Shah, Associate and Deepanshu Agarwal, Associate advised and assisted on litigation related aspects of the legal due diligence.

The transaction was signed on 25^th October, 2024.