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Merger of Holcim India Private Limited into Ambuja Cements Limited

Merger of Holcim India Private Limited into Ambuja Cements Limited

The Amarchand & Mangaldas team led by Mumbai based Corporate Partners Ashwath Rau and Vandana Pai Bharucha are acting for Ambuja Cements Limited on a proposed intra group transaction, wherein: (i)Ambuja will acquire 24% of the share capital of Holcim Private Limited from Holderind Investments Ltd for cash consideration; and (ii)Holcim India will then merge into Ambuja pursuant to a scheme of amalgamation under Sections 391-394, Section 100 and other applicable provisions of the Companies Act, 1956. Pursuant to the scheme, Holcim India will be dissolved without winding up and as consideration, Ambuja shall issue its shares to the shareholders of Holcim India in accordance with the share exchange ratio set out in the scheme.

Pursuant to the transaction, 50.01% of the shares of ACC Limited currently held by Holcim India would be held by Ambuja.

The deal and stake size for the transfer of 24% of the share capital of Holcim India by Holderind to Ambuja is INR 3,500 crores and for the merger of Holcim India into Ambuja, based on valuation, would be approximately INR 11,000 crores.

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