J. Sagar Associates advised Geometric Limited (Geometric Ltd) and its promoters in connection with the transfer of its business of IT enabled engineering services, PLM services and engineering design productivity software tools to HCL Technologies Ltd (HCL Tech). The transaction is being undertaken by way of a scheme of arrangement and amalgamation and is subject to approval from shareholders and creditors and various other statutory and regulatory authorities including the relevant courts.

Under the scheme, the entire business of Geometric Ltd., will be transferred to HCL Tech by way of demerger except for Geometric Ltd’s., 58% share in 3DPLM Software Solutions Limited (3DPLM) which is Geometric Ltd’s., joint venture with Dassault Systems. Simultaneously, Geometric Ltd., will be merged into 3DPLM thereby giving 100% ownership of 3DPLM to Dassault Systemes. In exchange for their ownership in Geometric Ltd., shareholders of Geometric Ltd., shall receive shares in HCL Tech, in a swap ratio of 10 equity shares of HCL Tech for every 43 equity shares of Geometric Ltd. Shareholders of Geometric Ltd., will also receive one listed redeemable preference share of ` 68 each carrying dividend of 7% p.a. in 3DPLM against every one share of Geometric Ltd.

The JSA team comprised of Partners Vikram Raghani, Gautam Gandotra & Anand Lakra; Of-Counsel Saeeda Bandukwala; Senior Associate Bir Bahadur Singh Sachar; and Consultant Avinash Jethwani. Partners Farhad Sorabjee & Reeti Choudhary advised on the Competition law aspects.