AZB & Partners and international law firm Shearman & Sterling advised a Canadian financial holdings company’s investment subsidiary Fairbridge Capital in its purchase of 76.81 per cent equity for Rs 817 crore ($150m) in British holiday maker Thomas Cook Group’s (TCG) Indian subsidiary Thomas Cook India (TCIL). TCG was advised by Trilegal with international best friend law firm Allen & Overy.

Trilegal Delhi partner Harsh Pais with senior associate Upasana Rao and associate Clarence Anthony acted on Indian law, and Allen & Overy London partner Alistair Asher acted on English law for TCG whose UK subsidiaries sold the listed Indian travel and forex services provider in their capacity as its promoters.

AZB & Partners Mumbai partner Ashwin Ramanathan acted on Indian law, and Shearman & Sterling London partner Laurence Levy acted on English law for Fairbridge Capital, which purchased part of TCIL from its promoters and the rest from the public shareholders in an auction arranged by Credit Suisse, at the rate of Rs 50 per share.

The agreement for sale also included a right to Fairbridge to use the Thomas Cook brand name for twelve-and-a-half years in India and Mauritius, according to the Business Standard.

Fairbridge capital bettered Chinese bidder HNS, and Hong Kong bidder Bravia Capital, which withdrew from the auction following concerns that the Securities Exchange Board of India (SEBI) may not allow their acquisition of a local company with significant forex operations, according to the Times of India.

Trilegal in a statement said that the deal marked one of the largest M&As executed under the Takeover Code 2011 and in the financial sector.

TCG exited India in its struggle to stay afloat after writing down $898m due to a downturn in its UK, Canadian and European businesses last year, according to Economic Times.

TCIL has remained a profit making venture till date, and is expecting 22 per cent net growth in turnover in 2012, while up to 26 per cent by 2014, according to Business Standard.

Photo by Kenjet