Shardul Amarchand Mangaldas & Co. acted as legal counsel to Privi Organics Limited in relation to the proposed Rs. 370 Cr. (apprx) investment (through a primary acquisition and a secondary purchase from existing shareholders of the Company) by FIH Mauritius Investments Ltd. Privi Organics is one of India's leading manufacturer, supplier and exporter of aroma chemicals.
The Shardul Amarchand Mangaldas team advised Privi Organics on all legal aspects of the transaction including drafting, negotiation and execution of the transaction documents. The Private Equity Team was led by Mr. Abhishek Guha, Partner; and included Ms. Radhika Pereira, Partner; Ms. Ekta Tyagi, Principal Associate; Ms. Aditi Tralshawala, Associate.
Ms. Priyanka Sheth, Senior Associate and Mr. Neekesh Shetty, Associate, advised on employment related matters.
As a part of the transaction, FIH Mauritius Investments Ltd. will subscribe to the equity shares of Privi Organics, and purchase equity shares of from certain existing shareholders, including Standard Chartered Private Equity.
Subsequently, the aroma chemicals business of Privi Organics is to be demerged and transferred to Adi Aromatic Limited, a wholly owned subsidiary of Adi Finechem Limited, in consideration of allotment of securities of AFL to the shareholders of the Company. The said demerger will be pursuant to the scheme of demerger between the Company, Adi Aromatic Limited and AFL (and their respective shareholders and creditors) under Sections 391-394 of the Companies Act, 1956.
The parties involved in the transaction are:
Privi Organics Limited (Investee company);
Mr. Mahesh Babani, Mr. D.B. Rao and their respective shareholder groups (as promoters) (certain shareholders as sellers);
FIH Mauritius Investments Ltd (Investor);
Non-promoter shareholder group of the Company;
Adi Finechem Limited and Adi Aromatic Limited (wholly owned subsidiary of Adi Finechem Limited) (resulting companies in relation to the demerger scheme).
The other advisors on the Transaction are AZB & Partners (legal counsel to the Investor); Khaitan& Co (legal counsel to Standard Chartered); PwC; ICICI Securities Limited.
The deal was signed on July 12, 2016. Date of closing would be subject to satisfaction of customary conditions precedent.