AAmarchand & Mangaldas & Suresh A. Shroff Co. advised in the acquisition of equity shares of Kalindee Rail Nirman Engineers Limited by Saroj Poddar-led Adventz Group’s Texmaco Rail and Engineering Limited followed by an open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) to the public shareholders of the Target Company.

They advised Texmaco and the Manager to the Offer in structuring the transaction; liasioning with SEBI; drafting and finalising the transaction documents including intimations, notices, advertisements and disclosures required under the Takeover Regulations. The deal involved preferential allotment of equity shares in the Target Company to Texmaco followed by the execution of a Share Purchase Agreement for acquisition of the entire promoters stake and control in the Target Company. In the process, an open offer was triggered under the Takeover Regulations to the public shareholders of the Target Company. The open offer was a competing offer against the hostile open offer launched earlier by Jupiter Metal Private Limited. With the completion of the open offer and pursuant to acquisition of the shares under the share purchase agreement, Texmaco shall have 49.07 per cent stake in Kalindee Rail. AMSS Team comprised of Kalpataru Tripathy, Partner, Abhishek Guha, Principal Associate, Shruti Singh, SA Designate and Sugandha Kapur, Associate.

Texmaco has shelled out around Rs 53 crore to buy near majority stake in Kalindee Rail Nirman Engineers Limited.