The Amarchand & Mangaldas team led by Mumbai based Managing Partner Cyril Shroff and Corporate Partner Tushar Mavani advised UltraTech Cement Limited (UltraTech) in its proposed acquisition of the Gujarat cement unit of Jaypee Cement Corporation Limited (JCCL) by way of demerger pursuant to a scheme of arrangement in compliance with Section 391-394 of the Companies Act and section 2(19AA) of the Income Tax Act.

As part of the demerger, UltraTech will take over debt worth approximately INR 3650 crores, which shall be adjusted towards the consideration. UltraTech will discharge the remaining portion of the consideration by issuing shares to the shareholders of JCCL including Jaiprakash Associates Limited, the parent company of JCCL.

The Amarchand & Mangaldas team led by Mumbai based Corporate Partner Alice George advised on diligence matters whereas Competition Partner Nisha Uberoi is advising on the merger notification. The court related aspects will be handled by Litigation Partner Sharad Mathkar.

The deal size is approximately INR 3800 crores.

UltraTech and JCCL had Standard Chartered Bank advising them on commercial issues and M/s. Bansi S Mehta & Co on tax and valuation related issues. Axis Capital Limited was the merchant banker and Axis Trustee Services Limited acted as the Escrow Agent.

The transaction documents were signed on September 11, 2013. The closing of the transaction is subject to fulfillment of conditions precedent including approvals of the shareholders and creditors, receipt of various approvals including the approval of the Competition Commission of India, the Securities and Exchange Board of India and the High Courts.