AZB, Khaitan assist major acquisition by Schneider and Temasek

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AZB & Partners advised Schneider Electric, and Khaitan & Co advised MacRitchie Investments, an investment holding company of Temasek Holdings, when the two companies partnered to acquire Larsen & Toubro’s electrical and automation business in a deal that was completed on 31 August.

Shardul Amarchand Mangaldas & Co (SAM) advised Larsen & Toubro on the corporate and competition law aspects of the US$2.1 billion deal, which was announced on 1 May 2018 and was given the go-ahead, subject to certain modifications, by the Competition Commission of India (CCI) on 18 April 2019.

Trilegal represented Schneider and MacRitchie in securing the CCI approval, while Bredin Prat acted for Schneider on the international competition aspects, and Cleary Gottlieb acted for MacRitchie on the international competition aspects.

“It took two years from signing to closing because of the number of conditions precedent that needed to be satisfied, including regulatory and third-party approvals/consents,” Ashwath Rau, a partner who led the AZB & Partners team, told India Business Law Journal.

Describing the deal as “particularly complex”, Rau said that it was effectively two deals that needed to be synchronized: Temasek acquiring a 35% stake in Schneider Electric India, which in turn acquired the electrical and automation business of Larsen &Toubro.

AZB & Partners’ team included partners Jasmin Karkhanis and senior associate John Adwet Raghav. Dhruv Singhal, a former partner at the firm, also advised on the deal.

Khaitan & Co’s transaction team comprised partner Aakash Choubey, principal associate Radhika Agarwal, and senior associates Rohan Shrivastava and Srikanth Mantravadi. They were assisted by senior associate Gautam Suseel, and associates Srishti Mukherjee and Amulya Sharma (on aspects of closing); partner Devendra Deshmukh, senior associate Amruta Joshi and associate Meherasp Mistry (real estate); partner Manisha Shroff and principal associate Smita Jha (debt funding); and partner Siddharth Srivastava and principal associate Kanika Kadam (financing due diligence).

SAM’s team was led by partner Iqbal Khan and included principal associate Faraz Khan, senior associate Tanvee Vasudevan, and associate Paavni Anand. The firm’s competition law advisory team was led by partner Shweta Shroff Chopra and included partners Aparna Mehra and Gauri Chhabra, senior associate Ritwik Bhattacharya, and associates Neetu Ahlawat, Kajori De and Abhiruchi Jhawar. While partner Mukul Baveja advised on intellectual property-related aspects, partner Ashoo Gupta and associates Aanchal Jogani, Mansi Samdani, Shalaka Mehta and Khusbu Mehta provided real estate advice. Managing partner Pallavi Shroff provided strategic advice.

Trilegal’s team was led by its competition law head and partner, Nisha Kaur Uberoi, who was assisted by counsel Akshay Nanda, senior associates Harshita Parmar and Sanjeev Sriram, and associates Sarthak Pande, Vayshnavi Ganesh, Shivangi Chawla and Aditi Khemani.

Bredin Prat’s team comprised partner Pierre Honoré and Marc Pittie, who was a partner at the firm. Cleary Gottlieb’s team comprised partner Nicholas Levy and counsel Richard Pepper.

As a large foreign direct investment in the industrial sector, this deal required a complex merger notification with the CCI. According to Trilegal, this was the first deal that was approved after a phase II review without any divestitures, and subject to compliance of certain behavioural remedies.

On account of the acquisition, India is expected to be the third-largest country in terms of revenue for Schneider Electric.