Deal Closed | Aditya Birla Fashion and Retail Limited | Acquisition of Majority Stake in Sabyasachi Couture

The details of the deal are as follows:

Sector: Retail 

Announcement Date: 27-Jan-2021 

Completion Date: 28-Feb-2021 

Name of Client: Aditya Birla Fashion and Retail Limited 

Acquirer Details: Aditya Birla Fashion and Retail Limited | India  

ABFRL is a part of the Aditya Birla Group, a USD 48.3 billion Indian multinational, in the league of Fortune 500. Aditya Birla Fashion and Retail Ltd. (ABFRL) emerged after the consolidation of the branded apparel businesses of Aditya Birla Group comprising ABNL's Madura Fashion division and ABNL's subsidiaries Pantaloons Fashion and Retail (PFRL) and Madura Fashion & Lifestyle (MFL) in May 2015. Post the consolidation, PFRL was renamed Aditya Birla Fashion and Retail Ltd. 

Target and Seller Details  Sabyasachi Couture | India  

Sabyasachi Couture Private Limited | India  

Sabyasachi Artisinal Designs India Private Limited | India  

Mr Sabyasachi Mukherjee | India  

Mr Sukumar Mukherjee | India  

Deal Description

Khaitan and Co advised and assisted Aditya Birla Fashion and Retail Limited in relation to proposed acquisition of majority interest in Sabyasachi Couture by way of a capital contribution. 

Total Consideration

INR 398 crore (USD 55 million) 

Team Members 

The core transaction team consisted of Arindam Sarkar, Suhana Islam Murshedd, Shourya Sengupta, and Sneh Lata with assistance from the following: 

Due diligence: Riya Dutta and Anwesha Sinha; 

Intellectual Property aspects: Shailendra Bhandare, Sourav Dan, and Rhea Ghanshani; and  

Finalisation of the transaction structure: Kapish Mandhyan 

Role of Firm

We acted as the transaction counsel to Aditya Birla Fashion and Retail Limited to advise and assist them in finalising the structure of the transaction; conducting legal due diligence on Sabyasachi Couture and a limited legal due diligence on Sabyasachi Couture Private Limited, Sabyasachi Artisinal Designs Private Limited and finalising the due diligence report; drafting, negotiating and finalizing the framework agreement, employment agreement etc. amongst other transaction documents. 

Other legal advisors if any: Shardul Amarchand Mangaldas  

Unique Feature of Transaction: The transaction involved complex structuring issues including multiple corporate restructurings and internal consolidation prior to the acquisition.