Shardul Amarchand Mangaldas Advises in Relation to Acquisition of Preferred Brands International by Mars International

Shardul Amarchand Mangaldas & Co. (‘SAM & Co.’) advised Kagome Co. Ltd. (Japan), ASG LLC and Preferred Brands International Inc. in relation to the acquisition of Preferred Brands International and its subsidiaries including Tasty Bites Enterprises Limited (TBEL). The primary transaction is valued at USD 172 million (appox.) and will be followed by an open offer (valued at INR 352 crores). Tasty Bites Enterprises is a leading Indian manufacturer of packaged ready to eat food products.

The M&A Group of the General Corporate Practiceand the Tax Practice of Shardul Amarchand Mangaldas were involved in structuring of the transaction, drafting and negotiations of the transaction documents and the open offer documents. The transaction team was led by Mr. Sandip Beri, Partner; and Ms. Akila Agrawal, Partner; and included Mr. Mukul Sharma, Principal Associate; Mr. Navin Kumar, Principal Associate; Mr. Shashank Mishra, Principal Associate; and Ms. Rajashree Ravi, Associate. The Tax advisory was provided by Mr. Amit Singhania, Partner; Gouri Puri, Principal Associate; and Rahul Yadav, Principal Associate.

As a part of the transaction, Mars Incorporated, through its group company Effem Holdings Limited, has agreed to acquire 100% stake in Preferred Brands International Inc., (including its Indian Subsidiaries, Tasty Bites Enterprises Limited, a listed company and Preferred Brands (India) Foods Limited, an unlisted company) from its existing shareholders Kagome Co. Ltd., and ASG LLC.

The said indirect acquisition of TBEL, will trigger an open offer under the SEBI (SAST) Regulations. The said transaction is a deemed direct acquisition under the SEBI (SAST) Regulations. Effem Holdings has made for an open offer for 661190 shares of Tasty Bite Eatables Limited at a price of INR 5,323.87 per equity share.

The parties involved in the transaction were Kagome Co. Ltd. (Japan), ASG LLC and Preferred Brands International Inc. (Our Clients) and Effem Holdings Limited and Mars Nederland BV - Affiliates of Mars International (Counterparties)

Other Advisors to the transaction were The Giannuzzi Group (US counsel for ASG LLC and its members); Squire Patton Boggs (US counsel for Kagome Ltd.); Skadden, Arps, Slate, Meagher & Flom LLP (US counsel for Mars International and affiliates); AZB & Partners (Indian counsel for Mars International and affiliates); Morgan Stanley (Merchant Banker for the open offer); and Goldman Sachs (Financial Advisor for ASG LLC and Kagome Ltd.).

The deal was signed on August 14, 2017 and is expected to close by end of October, 2017.

About Shardul Amarchand Mangaldas & Co.

With the legacy of a century, Shardul Amarchand Mangaldas & Co., established in 2015, is one of India’s leading law firms rated by international organisations, law directories and professional journals. As a full service law firm, Shardul Amarchand Mangaldas is renowned in the business community for its ability to enable business, its innovative solutions, responsiveness and collaboration with its clients. The Firm continues its journey as “a young and wise firm” in its “Centenary Year of Excellence”.

Currently, the Firm has over 510 lawyers, including 91 Partners, offering legal services through its offices at New Delhi, Mumbai, Gurugram, Ahmedabad, Kolkata, Bengaluru and Chennai.