Pantaloons Fashion & Retail Limited completed the acquisition of Madura Fashion Division from Aditya Birla Nuvo Limited.
January 08, 2016
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Pantaloons Fashion & Retail Limited (BSE:535755) agreed to acquire Madura Fashion Division from Aditya Birla Nuvo Limited (BSE:500303) on May 3, 2015. Under the terms, Aditya Birla Nuvo shareholders will get 26 shares of Pantaloon for every five shares held in Aditya Birla Nuvo. Post deal, Pantaloon will be renamed Aditya Birla Fashion & Retail. In a related deal, Pantaloons Fashion & Retail agreed to acquire Madura Lifestyle. A combined net debt of approximately INR 4.73 billion related to the businesses will be transferred along with the deal. The deal is subject to necessary statutory and regulatory approvals including approvals from high courts, stock exchanges, SEBI, the respective shareholders of Pantaloons and Aditya Birla and lenders/creditors of each of Madura, Pantaloon and Aditya Birla. The deal was approved from the Board of Directors of Pantaloons Fashion & Retail Limited and Aditya Birla Nuvo Limited. The deal is expected to be consummated in next 6 to 9 months.
As on June 26, 2015, the Bombay Stock Exchange and National Stock Exchange approved the deal. As on August 28, 2015, the transaction was approved by the shareholders of Pantaloons Fashion & Retail. As on September 7, 2015, the transaction is approved by the shareholders of Aditya Birla Nuvo. As of September 8, 2015, the transaction was approved by secured creditors and unsecured creditors of Aditya Birla Nuvo Limited. As on October 23, 2015, the High Court of Gujarat has on pronounced a common order sanctioning the scheme. The certified copy of the order is awaited. The effectiveness of the scheme is subject to filing of a copy of the order with the jurisdictional Registrar of Companies and on the outcome of the petition filed by Pantaloons before the High Court of Bombay. As on December 5, 2015, the High Court of Bombay approved the transaction. As on January 11, 2016, the Board of Directors of Pantaloons Fashion & Retail Limited, has fixed January 21, 2016, for determining the entitlement of the equity shareholders of Aditya Birla Nuvo Limited to receive, pursuant to scheme fully paid up equity shares of Pantaloons Fashion & Retail Limited in the ratio of 26 shares of Pantaloons Fashion each credited as fully paid up for every 5 shares held up by the equity shareholders in Aditya Birla Nuvo Limited. As on January 27, 2016, Hindalco Industries have been allotted 4.49 million shares under the agreement.
Standard Chartered Bank acted as financial advisor, Axis Capital Limited acted as financial advisor and provided fairness opinion provider for Aditya Birla and JM Financial Institutional Securities Pvt. Ltd. acted as fairness opinion provider for Pantaloons and Price Waterhouse & Co. LLP and Bansi S Mehta & Co acted as valuers to the transaction. Cyril Shroff, Nivedita Rao, SR Patnaik, Nisha Uberoi, Sharad Mathkar, Gurpreet Vasir Ashar of Amarchand & Mangaldas & Suresh A Shroff & Co. acted as legal advisors for Aditya Birla and Pantaloons. PricewaterhouseCoopers Private Limited, Investment Banking Arm acted as financial advisor for Aditya Birla Nuvo.
Pantaloons Fashion & Retail Limited (BSE:535755) completed the acquisition of Madura Fashion Division from Aditya Birla Nuvo Limited (BSE:500303) on January 9, 2016. As of March 10, 2017, Pantaloons Fashion & Retail Limited is permitted to allot shares to Non resident shareholders of Aditya Birla Nuvo Limited as per the scheme.
Aditya Birla Fashion and Retail Limited is a fashion and lifestyle company. The Company is engaged in manufacturing and retailing of branded apparels and runs a chain of apparels and accessories retail stores in India. The Company operates through two segments: Madura Fashion & Lifestyle, and Pantaloons. Its Madura Fashion & Lifestyle segment is engaged in manufacturing, distribution and retailing of branded fashion apparel and accessories. Madura Fashion & Lifestyle segment includes Lifestyle Brands, Youth Western Fashion, Active Athleisure Innerwear, and Super Premium Brands. Its Pantaloons segment is engaged in retailing apparel and accessories. It has a network of over 4000 stores across 33,535 multi-brand outlets spanning over 900 cities in India. Its brands include Louis Philippe, Van Heusen, Allen Solly and Peter England. Its international brands portfolio includes The Collective, Simon Carter, Forever 21, American Eagle, Ralph Lauren, Hackett London, Ted Baker and Fred Perry.