The deal team that worked on Reliance Brands’ acquisition of iconic British toy maker Hamleys had to carry out due diligence in multiple jurisdictions the company was present to make the deal go through.
“This was a truly cross-border deal with an Indian purchaser, Chinese seller (listed in Hong Kong and incorporated in Bermuda) and an English target business with an international franchise model,” said Slaughter & May corporate partner Nilufer von Bismarck. The firm advised Reliance on the English law aspects of the acquisition covering areas such as real estate, intellectual property, competition, tax, employment and corporate law.
“This was a multi-jurisdictional deal with the target having operations and franchise relationships in several countries,” Khaitan & Co partner Rahul Dutt, who advised Reliance on Indian law aspects, told India Business Law Journal. “[The acquisition] involved due diligence of the intellectual property rights, real estate, contractual relationships of the target, as well as compliances in such countries. Structuring the acquisition and tax advice also played a vital role.”
Hamleys has a presence in 18 countries through 167 stores. Hong Kong-listed conglomerate C Banner International, which owns Hamleys, sold 100% of the shares to Reliance for US$84 million in an all-cash deal. The acquisition is expected to complete later this year.
“While we might remember synchronizing the different time zones as the most difficult aspect of the process, we were also required, as lead transaction counsel, to ensure that the differing legal and cultural expectations of an English law transaction were properly managed,” said Bismarck.
Besides Bismarck, the Slaughter & May team included partners Sara Luder, Cathy Connolly, Phil Linnard, Jane Edwarde and Claire Jeffs.
Khaitan & Co’s role involved reviewing, preparing, negotiating and assisting the client in finalization of transaction documents. The firm was also represented on the deal by partner Akshay Bhargav, principal associate Vinita Choudhury, senior associate Shreya Dua and associate Krishna Shah.
“Besides discussions with the counterparty and their advisors to bring the deal to fruition, the management discussions were particularly stimulating not only on the deal aspects but in relation to managing global operations post-closing,” said Khaitan’s Bhargav.
Both firms also took note of the prestige associated with Hamleys. “Interest was certainly piqued by the target being everyone’s favourite toy store,” said Bismarck. “It’s no secret that the British high street is going through a period of uncertainty at the moment, so it was rewarding to help Reliance to navigate this challenging environment.”
Hamleys was founded in 1760 and is the world’s oldest toy store. Reliance has the master franchise for Hamleys in India and operates 88 stores in 29 cities. Reliance Brands is the private equity firm of Reliance Retail and Reliance Industries