Shardul Amarchand Mangaldas & Co. Advises on the First Indirect Acquisition Cum Delisting Proposal in India

Shardul Amarchand Mangaldas & Co. (SAM & Co) acted as the domestic legal advisor to the Computer Sciences Corporation group (CSC) in relation to an overseas acquisition of Xchanging plc by CSC which triggered an indirect open offer under the Indian takeover regulations with respect to Xchanging Solutions Limited (XSL) in December 2015.

Subsequently, on completion of the overseas acquisition of Xchanging plc on May 5, 2016, CSC has decided to delist the shares of XSL from the stock exchanges during the open offer process under the recently added provisions of regulation 5A of the Indian takeover regulations read with the Indian delisting regulations. This transaction is a first of its kind wherein a delisting of an Indian listed company has been proposed by a foreign entity under an indirect open offer procedure under the Indian takeover regulations.

SAM &Co Team advised on all transactional, procedural and documentation aspects relating to the indirect open offer-cum-delisting of XSL. The M & A team was led by Akshay Chudasama (Managing Partner – Mumbai Region), and included Yogesh Chande (Partner) and Malek Shipchandler (Associate). Ashni Roy (Partner) and Abhay Sharma (Partner) on aspects relating to foreign investment and tax, respectively.

Deal Value: Global acquisition approximately GBP 480 million (approx. USD 721 million)

Date of Closing: On-going

Other Advisor to the transaction were Allen & Overy acted as the foreign counsel to CSC and Kotak Mahindra Capital Company Limited acted as the Manager to the indirect open offer-cum-delisting of XSL.

About Shardul Amarchand Mangaldas & Co (SAM & Co)

Shardul Amarchand Mangaldas is one of India’s leading full service law firms. Founded on almost a century of legal achievement, Shardul Amarchand Mangaldas reconstituted in May 2015. Its mission is to ‘enable business by providing solutions as trusted advisors through excellence, responsiveness, innovation and collaboration’.

The Firm is known for its exceptional Merger & Acquisition, Private Equity, Competition Law, Dispute Resolution, Capital Markets and Project & Project Finance practices globally.

The Firm has been at the helm of major headline transactions and litigation in all segments of industry, besides advising major multi-national corporates on their entry into India and their business strategy.

The Firm has more than 390 lawyers, including 70 partners at its offices in six cities across India, which include – New Delhi, Mumbai, Gurgaon, Ahmedabad, Bengaluru and Kolkata.