[Case Study] Mergers & Acquisitions – Adani’s NDTV Buyout | Piramal’s Strategic DHFL Takeover and More

By Dr Mukul Shastry – General Counsel | Cube Highways and Transportation Assets Advisors (P) Ltd., Gautam Shahi – Partner (Competition Law and Policy) | Dua Associates and Dr Sudhanshu Kumar [Moderator] – Associate Professor | NLSIU Bengaluru

Table of Contents

1. Case Study – Adani’s acquisition of NDTV
2. Case Study – Piramal’s acquisition of DHFL

1. Case Study – Adani’s acquisition of NDTV

1.1 Post Adani Acquisition

2. Case Study – Piramal’s acquisition of DHFL

Transaction highlights

• The first successful resolution under the IBC route in the financial services sector and amongst the largest resolutions in value terms
• Total consideration of ~INR 34,250 Crores paid for the completion of the acquisition
• 94% of the creditors had voted in favor of Piramal’s resolution plan
• Approvals obtained from Reserve Bank of India (RBI), Competition Commission of India (CCI) and National Company Law Tribunal (NCLT)
• Piramal Capital and Housing Finance Ltd. (PCHFL) to merge with DHFL. Resultant entity to be named as PCHFL
• Most of the DHFL creditors are recovering nearly 46% through successful completion of the resolution process

Source: https://www.piramal.com/wp-content/uploads/2021/09/Press-Release_Piramal-DHFLAcquistion_Sept-29-.pdf

2.1 Piramal – DHFL Reverse Merger

• 20th Nov 2019 – RBI suspends DHFL’ Board owing certain financial irregularities;
• 3rd Dec 2019 – RBI filed company petition to start CIRP for DHFL;
• Administrator appointed.
• CIRP commenced and erstwhile Piramal was Successful Resolution Applicant (SRA);
• Administrator filed various petition for Avoidance of Transaction worth Rs 45,000 cr.
• SRA to merge in DHFL and a new entity PCHFL to come into being;
• Piramal was successful but it got the order to keep the recovery of Avoidance Agreement for itself for Rs. 1

2.2 Major Issue Rs. 45000 Crores Avoidance Agreement

• COC-constituted of Union Bank of India, State Bank of India, Bank of India, Canara Bank, Punjab National Bank, and Central Bank of India among other.
• 63 moons limited (erstwhile Financial Technology-which owned MCX) filed petition before NCLAT
• NCLAT declared that Avoidance Agreement recovery going to SRA for INR 1 is stayed.
• Above members of COC filed petition to Supreme Court – matter pending there.