SAM advises ONGC in acquisition of 51.11% shares of HPCL from President of India

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Shardul Amarchand Mangaldas advised Oil and Natural Gas Corporation Limited (ONGC) in relation to the acquisition of 51.11% shares of Hindustan Petroleum Corporation Limited (HPCL) from the President of India.

It is a related party transaction between the Government and a government company within the meaning of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 (LODR) and the Companies Act 2013 (Act).

The acquisition was exempt under Regulation 10 (1) (a) (iii) of the Takeover Regulations and no open offer was made despite being an acquisition of more than 25 percent of a listed company. ONGC applied for and obtained an exemption from Securities and Exchange Board of India (SEBI) from the applicability of Regulation 23 of the Listing Regulations, for related party transaction. ONGC had applied for a similar exemption from the Ministry of Corporate Affairs, to extend the exemption granted to related party transactions between two government companies, to agreements between a government company and the government.

The Mergers and Acquisitions team of SAM & Co. advised on structuring of the proposed acquisition, including with respect to takeover regulations, various companies act and listing compliances. The team advised on the bid process conducted by Department of Investment and Public Asset Management (DIPAM) for the sale of the President of India's shares, competition law aspects and on conducting due diligence on the target based on publicly available information.

The team was also involved in negotiation of transaction documents (share purchase agreement and letter agreement), preparing bid documents and various disclosures to be made to the stock exchanges, reviewing loan documents from eight banks for the acquisition financing and advising on the sale of cross holding in Indian Oil Corporation (IOCL) and Gas Authority of India Limited (GAIL) for the funding of the transaction.

The Deal Team was led by Shardul Shroff; Executive Chairman, Pallavi Shroff; Managing Partner; and included Natashaa Shroff; Partner, Manjari Tyagi, Partner; Ambarish; Principal Associate, and Srishti Maheshwari; Associate.

The Due Diligence Team, included A Roma Das; Associate, Aishwarya Narayanan; Associate, Srishti Maheshwari; Associate, Anindita Basu; Associate.

The Competition Law Practice was led by Ms. Aparna Mehra; Partner; and included Mr. Vivek Agarwal; Principal Associate and Mr. Geet Sawhney; Associate.

The Banking & Finance Practice, included Ms. Shilpa Mankar Ahluwalia; Partner, Ms. Shubhangi Garg; Partner; and included Ms. Akshita Agrawal; Senior Associate.

The parties involved in the transaction were Oil and Natural Gas Corporation Limited (ONGC, Our Client), Hindustan Petroleum Corporation Limited (HPCL) the President of India (Counter Party)

The value of the deal was Rs. 36915,00,00,000.

The deal was signed on 20 January 2018.

The deal was closed on 31 January 2018.