Khaitan & Co. advised Cactus Communications Private Limited in relation to the acquisition of 100% stake (Class A and Class C units) in Unsilo A/S (Denmark) by Cactus Communications Services Pte Ltd (Singapore), subsidiary of Cactus Communications Private Limited from its founders and other investors: Thomas Laursen and Mads Rydahl (through their holding entity BioQL Invest ApS); Styrelsen for Institutioner og Uddannelsesstøtte; Capnova A/S; Scale Invest ApS and Infosys Limited SRO.

The Firm was involved in the overall transaction advisory including: (a) Advising and assisting in finalising the investment structure for the proposed transaction; (b) Project managing, reviewing and finalizing the “exceptions-based issues only” legal due diligence report prepared by local law firm from Denmark; (c) Drafting, negotiation, finalization and execution of the transaction documents (for both the founder shareholders and investors shareholders in the company); and (d) Assisted in completion of all condition precedent actions and closing actions under the transaction documents.

Unique feature of the transaction was the purchase consideration to be paid to the sellers on closing was calculated pursuant to a locked-box mechanism.

Innovative feature of the transaction was the additional payments to be disbursed over multiple tranches to various founder shareholder at different time periods are subject to the founder shareholders not committing any breach of their employment agreements.

The deal team comprised of Ashraya Rao (Partner), Aayush Misra (Principal Associate) and Shubhi Pawha (Associate) with assistance from Adheesh Nargolkar (Partner) and Janaksinh Jhala (Principal Associate) on the intellectual property aspects and from Saranya Mishra (Associate) on corporate aspects.