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$3.8bn blockbuster deal: CAM, AZB help HUL buy GSK India’s Horlicks biz

“FMCG major Hindustan Unilever Limited (HUL) on Monday said it will buy GlaxoSmithKline’s Indian Horlicks nutrition business for around $3.8 billion, boosting the consumer goods group’s position in a key emerging market,” reported Firstpost today. The deal covers GlaxoSmithKline Consumer Healthcare, which includes the Horlicks brand and businesses in India, Bangladesh and 20 other markets, mostly in Asia.

Cyril Amarchand Mangaldas managing partner Cyril Shroff and partners Nivedita Rao and Ramgovind Kurupath acted for Hindustan Unilever, alongside partner Ranjan Negi for IP issues, partner Bharat Bhudolia for competition law and partner Daksha Baxi on tax aspects.

AZB & Partners Delhi partner Vinati Kastia, assisted by managing partner Ajay Bahl and partner Ravi Prakash on tax aspects, acted for GlaxoSmithKline.

Baker & McKenzie acted for Hindustan Unilever on international aspects of the deal.

Slaughter and May acted for GlaxoSmithKline on UK advice.

This deal report is based on a firm's press release and may be only partially complete. Some firms or names of advisers may be therefore be missing.

Click here if you are working with a law firm that has not been credited for this deal, and we will update the report promptly.

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Like +9 Object -7 SuperLawyer 03 Dec 18, 19:44  controversial
THATS hows its done. Thats how the leaders do the biggest transactions. CAM and AZB... undisputed leaders. Others can hate... let the hating commence!
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1.1
Like +4 Object -0 Oumuamua 03 Dec 18, 21:30
Which parallel universe are you from, pal? The way I have understood our sect is - everybody loves bragging the deals they were a part of and needless to say its a marketing tool. This is easily one of the largest deals in the FMCG space we have seen, at least in the last 5 years. Feel bad for the actual platoon soldiers who don't get to be featured on this / any list. Happy for GSK shareholders on the swap ratio :p.
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Like +3 Object -1 Rolf 03 Dec 18, 21:29
Every major firm was involved on this deal.... acting for one of the many bidders.....
And hey... have you seen the recent Chambers rankings?
The undisputed leader is clear, baba!
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Like +6 Object -6 MS word 03 Dec 18, 21:40  controversial
Luthra was the preferred transaction counsel but was conflicted. Just wanted to make this clear before luthra bitching starts.
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3.1
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Like +4 Object -1 Conflicts 04 Dec 18, 15:17
Guess they were involved in making photocopies for the parties in some other matter eh!

Preffered counsel- Delusional much?
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4
Like +10 Object -0 Ex colleague 03 Dec 18, 21:50  interesting
Great job Nivedita and Ram. Ram is a great and diligent lawyer
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Like +4 Object -5 Ex Collegemate 04 Dec 18, 12:57
What is Ram today, Rohit (Das of RDA fame) was 9 years back. Wish Rohit had continued - would have been leading a transaction like this by now.
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Like +8 Object -4 Well Wisher 04 Dec 18, 14:41
What a fantastic deal in the FMCG space - strategic to the core and high impact - not surprised that the two M&A leading firms were instructed. When it comes to high end, complex and public M&A, clients prefer mostly Zia and Cyril! These are the only two names that matter! Congratulations to everyone.
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6.1
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Like +0 Object -0 Scooter- 05 Dec 18, 15:06
It was Ajay Bahl not Zia on this matter.
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Like +3 Object -8 Indian Firms 04 Dec 18, 18:17
Bet the foreign firms did all the work and the domestic firms only reviewed it for India law compliance. Check the press release of each companies if you don’t believe me :) :)
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7.1
Like +5 Object -1 Woah. 04 Dec 18, 19:42
In an Indian merger? Why make such an unfair comment?
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7.1.1
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Like +4 Object -3 Indian Firms 05 Dec 18, 13:58
Cause that’s the reality....Just cause a structure involves merger doesn’t mean that S&M didn’t do most of the work...Contrary to AZB, S&M had more than 15 lawyers slugging through months...
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7.1.1.1
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Like +7 Object -5 Manners maketh Man 05 Dec 18, 22:06  controversial
So some English law firms structured an Indian merger considering all Indian regulatory and tax issues? Drafted the scheme? Indian law dilligence? Is that possible? Do they practice Indian law? Would they now file the scheme? Is that legal?

Slogging away for months ... Pish posh ....

Get over your colonial hangover Sis - the last time the English cames near the Companies Act, it was 1913. A lot of water has flown under London bridge since then.

Indian lawyers at CAM and AZB - FTW.
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7.1.2
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Like +4 Object -1 NoMan 05 Dec 18, 21:17
The foreign law firms would have done the implementation agreement (which would have been reviewed by their Indian counterparts). The scheme of amalgamation in such cases becomes an ancillary document (of course only the Indian firms would have taken a lead on that document). Otherwise in the bidding process, it is likely that foreign lawyers played a key role. But can’t rule out the countless nights the teams from AZB and CAM would have spent on this transaction.
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Like +13 Object -0 Guest 05 Dec 18, 11:31  interesting  top rated
What I do like (fully appreciating that this may have been done before) is that AZB's team composition says: "Delhi partner Vinati Kastia, assisted by managing partner Ajay Bahl". Very refreshing to see the main partner named before the named partner of the firm, who is shown as having "assisted". If this is indeed part of the firms press release, and Kian do correct me if I am wrong, then it is good to see it and definitely shows that some Indian firms are maturing, and promoting the next generation.
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8.1
Like +13 Object -0 kianganz 05 Dec 18, 11:35  interesting  top rated
That was via Ajay Bahl, rather than a press release, who let us know that Vinati Kastia was leading on the deal. :)
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Like +0 Object -0 Anon!! 06 Dec 18, 18:07
Class. Very, very classy!!
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