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CAM, AZB sell $481m VG, Coffee Day shares to L&T as part of ‘hostile’ bid for CAM-client Mindtree

The block sale is part of the messy and complex ‘hostile’ Mindtree takeover by L&T, which also involves another team from CAM and Khaitan & Co.

“Infrastructure major Larsen & Toubro has purchased around 20% stake of V.G. Siddhartha and Coffee Day in Mindtree through block deal for about Rs 3,210 crore,” reported Mint, about the purchase that was formally announced last week.

Cyril Amarchand Mangaldas advised Coffee Day Enterprises Limited, Coffee Day Trading Limited and promoter VG Siddhartha led by a team of partner Reeba Chacko and partner Anand Jayachandran.

AZB & Partners acted for Larsen & Toubro, led by partners Ashwath Rau, Zia Mody, and Medha Marathe.

The hostile Mindtree bid

The buy of the shares is part of L&T’s bid to take over Mindtree, which its board has so far resisted and termed a hostile bid.

Another team at Cyril Amarchand Mangaldas (CAM) is also advising the Mindtree board, as Times of India had reported in March, raising the spectre of conflict.

We understand from sources that both Siddhartha and the Mindtree board have signed off on CAM advising both parties, waiving any potential conflict (probably aided by the fact that the core of the conflict is not between the board and Siddhartha per se, but between L&T and the Mindtree board).

CAM has been a long-time adviser of the Mindtree board (as well as of Siddhartha and Coffee Day).

Around April of this year, when potentially hostile and unwanted bidder L&T emerged as frontrunner for Siddhartha’s stake (which would allow L&T to take control of Mindtree), the independent directors also instructed Khaitan & Co, as required under the takeover code to take independent advice on L&T’s open offer. Advising Larsen & Toubro Limited were a team of partner Arindam Ghosh, partner Rajat Mukherjee, principal associate Sarthak Sarin and senior associate Shashank Patil.

Update 21 June 2019: Updated Khaitan’s involvement and team.

2019-03-18

Deal value: USD 481 million

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.

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