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Shardul Amarchand Mangaldas & Co. (SAM & Co.)

Shardul Amarchand Mangaldas Advises ONGC in Acquisition of 51.11% Shares of HPCL from the President of India

Feb 14, 2018   17:57 IST 
New Delhi | Mumbai, Maharashtra, India

Shardul Amarchand Mangaldas advised Oil and Natural Gas Corporation Limited (ONGC) in relation to the acquisition of 51.11% shares of Hindustan Petroleum Corporation Limited (HPCL) from the President of India. It is a related party transaction between the Government and a government company within the meaning of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 (LODR) and the Companies Act 2013 (Act).


The acquisition was exempt under Regulation 10 (1) (a) (iii) of the Takeover Regulations and no open offer was made despite being an acquisition of more than 25% of a listed company. ONGC applied for and obtained an exemption from Securities and Exchange Board of India (SEBI) from the applicability of Regulation 23 of the Listing Regulations, for related party transaction. ONGC had applied for a similar exemption from the Ministry of Corporate Affairs, to extend the exemption granted to related party transactions between two government companies, to agreements between a government company and the government.


The Mergers and Acquisitions team of SAM & Co. advised on structuring of the proposed acquisition, including with respect to takeover regulations, various companies act and listing compliances. The team advised on the bid process conducted by Department of Investment and Public Asset Management (DIPAM) for the sale of the President of India’s shares, competition law aspects and on conducting due diligence on the target based on publicly available information.


The team was also involved in negotiation of transaction documents (share purchase agreement and letter agreement), preparing bid documents and various disclosures to be made to the stock exchanges, reviewing loan documents from eight banks for the acquisition financing and advising on the sale of cross holding in Indian Oil Corporation (IOCL) and Gas Authority of India Limited (GAIL) for the funding of the transaction.


The Deal Team was led by Mr. Shardul Shroff; Executive Chairman, Mrs. Pallavi Shroff; Managing Partner; and included Ms. Natashaa Shroff; Partner, Ms. Manjari Tyagi, Partner; Mr. Ambarish; Principal Associate, and Ms. Srishti Maheshwari; Associate.


The Due Diligence Team, included Ms. A Roma Das; Associate, Ms. Aishwarya Narayanan; Associate, Ms. Srishti Maheshwari; Associate, Ms. Anindita Basu; Associate.


The Competition Law Practice was led by Ms. Aparna Mehra; Partner; and included Mr. Vivek Agarwal; Principal Associate and Mr. Geet Sawhney; Associate.


The Banking & Finance Practice, included Ms. Shilpa Mankar Ahluwalia; Partner, Ms. Shubhangi Garg; Partner; and included Ms. Akshita Agrawal; Senior Associate.


The parties involved in the transaction were Oil and Natural Gas Corporation Limited (ONGC(Our Client), Hindustan Petroleum Corporation Limited (HPCL) the President of India (Counter Party)


The value of the deal was INR 36915,00,00,000


The deal was signed on 20 January 2018


The deal was closed on 31 January 2018


About Shardul Amarchand Mangaldas & Co.

Shardul Amarchand Mangaldas & Co. (SAM & Co.), founded on almost a century of legal achievement, is one of India’s leading full-service law firms. The firm’s mission is to enable business by providing solutions as trusted advisers through excellence, responsiveness, innovation and collaboration. SAM & Co. is known globally for its exceptional practices in mergers & acquisitions, private equity, competition law, insolvency & bankruptcy, dispute resolution, capital markets, banking & finance and projects & infrastructure.


The Firm has a pan-India presence and has been at the helm of major headline transactions and litigations in all sectors, besides advising major multinational corporates on their entry into the Indian market and their business strategy. Currently, the Firm has over 520 lawyers, including 102 Partners, offering legal services through its offices at New Delhi, Mumbai, Gurugram, Ahmedabad, Kolkata, Bengaluru and Chennai. 

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