HIL Limited - Sale and transfer of the HIL Limited calcium silicate insulation products division.

HIL Limited | Sale and transfer of the HIL Limited calcium silicate insulation products division

The details of the deal are: 

Sector: Engineering and construction 

Announcement date: 16th January 2020

Completion date: 10th July 2020

Name of the client: HIL Limited 

Bidder: Imerys Group through its wholly owned subsidiary Calderys India Refractories Limited

Bidder Country: India

Bidder description: France-based Imerys Group (Euro 4.6 billion group) is a world leader in mineral-based specialties. Calderys India Refractories Limited is a wholly owned company of Imerys S.A., a company listed on Euronext Paris.

Target: Hyderabad Industries Limited

Target country: India

Target description: HIL is a part of the C K Birla Group of Companies. HIL is the world’s largest manufacturer and seller of fibre cement roofing.

Deal description: Advised Hyderabad Industries Limited in relation to completion of the sale and transfer of the client's calcium silicate insulation products division operated under the brand 'HYSIL' to Calderys India Refractories Limited (wholly owned subsidiary of the French group Imerys) through a slump sale arrangement on a going concern basis for a total consideration of INR 80 crores (USD 11.4 million).

Total consideration: NR 80 crores (USD 11.4 million

Team members: Core deal team comprised of Niren Patel (Partner), Yashashree Mahajan (Senior Associate) and Pujitha Gullapalli (Associate) with support from the following:

Real estate aspects: Harsh Parikh (Partner) and Karan Dattani (Associate)

Direct tax aspects: Vinita Krishnan (Director), Rahul Jain (Principal Associate), Sanket Shah (Principal Associate), Sneh Shah (Senior Associate) and Dhruv Kapadia (Associate)

Indirect tax aspects: Ankit A. Shah (Principal Associate), Pranay Sahay (Senior Associate) and Anjali Krishnan (Senior Associate)

Role of firm: Acting as the legal counsel on the overall transaction, including for structuring, drafting, negotiating and executing the definitive documents; assisting in fulfillment of the conditions precedent and achieving the completion process; and advising the client on various applicable Indian laws in relation to the transaction.

Other legal advisors: The Counsel for the target was Krishnamurthy & Co.

Unique feature for the transaction: Complicated business transfer / slump sale transaction in the manufacturing sector and having to deal with various legal complexities relating to government approvals, land transfer, land registration, stamp duty, IPR and employees.