Shardul Amarchand Mangaldas advises Reliance Retail Ventures Limited in its acquisition of controlling stake in Just Dial Limited

July 19, 2021

Shardul Amarchand Mangaldas & Co. advised Reliance Retail Ventures Limited (“RRVL”) in its acquisition of controlling stake in Just Dial Limited (“Just Dial”). Transaction involves a combination of primary subscription, secondary purchase, and mandatory open offer pursuant to the SEBI Takeover Regulations. RRVL will acquire 25.33% of the post transaction share capital of Just Dial through primary subscription for a consideration of approx. INR 2,165 crore and will purchase 15.62% of the post transaction share capital from Mr. VSS Mani, the current promoter of Just Dial for a consideration of approx. INR 1,332 crore. The foregoing transactions have also triggered an open offer under the SEBI Takeover Regulations and RRVL has made a public announcement for acquisition of up to 26% of the post transaction share capital of Just Dial from the public shareholders for a total consideration of approx. INR 2,222 crore. All the transactions together may take RRVL’s total shareholding up to 66.95% of the post transaction share capital of Just Dial for a total consideration of approx. INR 5,720 crore (approx. USD 764 million).

Just Dial is India’s leading local search engine platform and has recently launched its B2B marketplace platform. RRVL is a subsidiary of Reliance Industries Limited and holding company of all the retail companies under the RIL Group.

The transaction team consisted of Puja Sondhi, Partner; Nivedita Tiwari, Partner; Devesh Pandey, Partner; Akshaya Iyer, Principal Associate, Pooja Thomas, Senior Associate, Axay Satagopan, Senior Associate, Kartik Monga, Senior Associate.

Competition Team: Shweta Shroff Chopra, Partner and Harman Singh Sandhu, Partner;

Due Diligence Team: The due diligence team comprised of Puja Sondhi, Partner; Nivedita Tiwari, Partner; Devesh Pandey, Partner, Roma Das, Principal Associate, Axay Satagopan, Senior Associate, and Pooja Thomas, Senior Associate and Harjas Singh, Associate; and was assisted by specialist teams which included Shahana Chatterji, Partner and Raktima Roy, Senior Associate (Data Privacy); Shubhangi Garg, Partner and Mr. Himanshu Malhotra, Senior Associate (Banking & Finance); JV Abhay, Partner (IP); Anuj Berry, Partner, Shiv Johar, Senior Associate and Prateek Yadav, Associate (Litigation).

Morgan Stanley acted as financial advisor, JM Financial as manager to the open offer and Deloitte as accounting and tax advisors to RRVL. Khaitan & Co also acted as legal adviser to RRVL. Goldman Sachs acted as financial advisor, Cyril Amarchand Mangaldas as legal advisor and Ernst & Young provided tax advisory and diligence services to the Just Dial and its promoters.