A UK company held 51% in an Indian subsidiary, which was listed on the Bombay Stock Exchange. One shareholder held a 15% stake.

We negotiated terms with the major shareholder for the conditional purchase of their shares, triggering a mandatory open offer for the company under the Securities and Exchange Board of India ("SEBI") regulations. Overall coordination of the project between lawyers, merchant banker and shareholders, monitoring key time lines and progress and intervening where necessary, made this a rare successful offer.

The offer achieved over 90% acceptance and the shares were de-listed, allowing the client to purchase the bulk of the balance outstanding shareholders over the next 12 months.

Timing was key to this transaction, both as to the commercial cycle of the business and in the shorter term the execution of the offer. Government and target board approval are required for the purchase by a foreign company of existing shares in any Indian company (so no “dawn raids”) and under SEBI regulations audited information on the acquirer must be not less than six months old when an offer is made. This means that there are often tight windows in the calendar in which to execute deals of this nature.