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Investment in the Flipkart group by eBay Singapore, and sale of eBay India to Flipkart Limited, Singapore – reportedly the largest deal in e-commerce in India till date

Investment in the Flipkart group by eBay Singapore, and sale of eBay India to Flipkart Limited, Singapore – reportedly the largest deal in e-commerce in India till date

J. Sagar Associates (JSA) advised eBay Singapore Services Private Limited (“eBay Singapore”), and its affiliates including eBay Inc. in relation to inter alia the (i) primary investment by eBay Singapore into Flipkart Limited, a Singaporean company which is the ultimate holding company of the entire Flipkart group, (ii) the sale of eBay India Private Limited by eBay Singapore to Flipkart Limited. The aggregate value of eBay Singapore’s investment in Flipkart Limited is approximately USD 735,000,000. The deal also included investments by Microsoft and Tencent, and the total funding raised by Flipkart is approximately USD 1,400,000,000.

The transaction was closed on July 31, 2017 pursuant to receipt of the approval of the Competition Commission of India.

The deal involved extensive due diligence and was complex as in different legs of the transaction, eBay Singapore was the investor as well as the seller. The deal also involved detailed documentation for managing intellectual property rights, the commercial understanding on how the businesses of both entities (which are competitors) will be conducted, transfer of certain businesses out of eBay India Private Limited to a group company, etc.

The legal teams working on the matter from JSA: (i) Partners Vivek K. Chandy & Archana Tewary; Principal Associate Siddharth K. Vedula advised on due diligence, deal structuring, negotiations, documentation, and overall management of the deal by JSA as India counsel to eBay, (ii) Senior Associate – Ritika Vaswani assisted in documentation related to the transfer of immovable properties in several locations pursuant to the deal, Senior Associate Pooranimaa Hariharan assisted in documentation and due diligence; and Associates Medha Shah, Astha Shrivastava and Anand Balaji assisted in due diligence of the Flipkart group and coordination of certain closing activities, (iii) Partners -Amitabh Kumar & Vaibhav Choukse; and Associate – Diksha Rai advised on anti-trust law compliances, (iv) Partner KumarmangalamVijay advised on certain tax related aspects of the deal documentation.

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