Cyril Amarchand Mangaldas Advised Blue Coral Investment Holdings And Arjas Steel Employee Benefit Trust On Sale Of Shareholding To Sandur Manganese & Iron Ores
Cyril Amarchand Mangaldas (CAM) advised Blue Coral Investment Holdings Pte. Limited Y CIA S.R.C, a Spanish affiliate of
Cyril Amarchand Mangaldas Advised Blue Coral Investment Holdings And Arjas Steel Employee Benefit Trust On Sale Of Shareholding To Sandur Manganese & Iron Ores
Cyril Amarchand Mangaldas (CAM) advised Blue Coral Investment Holdings Pte. Limited Y CIA S.R.C, a Spanish affiliate of ADV Partners, and Arjas Steel Employee Benefit Trust (ESOP Trust) in the sale of their entire shareholding, totaling 99.12% of the issued and paid-up share capital, in Arjas Steel Private Limited (Arjas) to Sandur Manganese & Iron Ores Limited (Sandur), a listed entity in India, and BAG Holdings Private Limited, an affiliate of Sandur. The consideration for the transaction is based on an adjusting equity value construct, and will be determined as per the terms of the share purchase agreement.
Additionally, the transaction included the refinancing of external commercial borrowings (ECBs) obtained by Arjas, facilitated by Sandur and BAG. This restructuring ensured that on the closing date, both the principal amount and accrued interest on the ECBs owed to Blue Coral Investment Holdings Pte. Ltd, a Singapore affiliate of ADV, would stand fully discharged. Given that the transaction met approval thresholds, its closure would be contingent upon approval from the Competition Commission of India (CCI).
CAM played a pivotal role in structuring the transaction to minimize business warranties concerning the sale shares and provided guidance on modifying the ESOP scheme to facilitate the transaction and ensure smooth management transition post-closure.
The General Corporate team of Cyril Amarchand Mangaldas advised on the matter. Leading the transaction team were Partners Smruti Shah and Soumya Srivastava, supported by Shashank Ugrankar, Principal Associate, along with Associates Arunimaa Jaiswal, Samaksh Khanna, Shivika Gupta, and Kushal Tekriwal. Partner Kaustav Kundu provided guidance on CCI-related aspects of the transaction.
Kunal Savani, Partner, along with Bipluv Jhingan, Principal Associate, offered guidance on tax-related matters pertaining to the revised ESOP scheme.
Additional Parties and Advisors Involved in the Transaction Included Ernst and Young, Serving as Advisors to ADV Partners.
The transaction was signed on 25th April, 2024.