Shardul Amarchand Mangaldas & Co advises ZF Friedrichshafen AG on its acquisition of WABCO Holdings Inc.
June 4, 2020
Shardul Amarchand Mangaldas & Co (SAM & Co) provided legal and strategic advice to ZF from a corporate law, securities law and competition law perspective, in relation to its global acquisition and closing of WABCO (Global Transaction), including the indirect acquisition of control of WABCO India Limited. The global deal value of the transaction is approximately USD 7 billion. The value of the indirect open offer for acquisition of 25% of the voting share capital of WABCO India is approximately USD 438 million. The Firm is advising on the Indian leg aspects of the Global Transaction, including being the counsels for the open offer. The detailed public statement for the open offer was issued on 3 June 2020.
In addition, the Firm has been able to secure the approval from the Competition Commission of India (CCI) for the transaction, the public order of this approval was published on 21 May 2020 after a longdrawn and detailed review process, subject to the carrying out of certain modifications proposed by ZF. As per the proposed modifications, ZF is required to divest its 49% stake in its joint venture company, Brakes India Private Limited.
The Corporate Law practice of SAM & Co assisted ZF with the public offer, with strategic advice on closing of the indirect acquisition of control of WABCO India Limited and with the corporate law aspects of the voluntary remedy proposal submitted to the CCI. The Corporate Team was led by Raghubir Menon and Anirban Bhattacharya, Partners and included Shiladitya Banerjee, Principal Associate and Akshita Singal, Associate. The Securities Team of SAM & Co was involved in the preparation of the tender offer documents and advising on regulatory nuances in connection with the tender offer, and was led by Yogesh Chande, Partner and Kanwardeep Singh Kapany, Senior Associate.
The Competition Law practice of SAM & Co led the CCI process, and was involved in preparing and filing the detailed Form II (long form) notification form with the CCI. They were also involved in drafting and negotiating the voluntary remedy proposal submitted to the CCI and extensively engaged with the CCI case team to discuss the transaction and remedy proposal. The Competition Team was led by Aparna Mehra, Partner and included Ritwik Bhattacharya, Senior Associate, Neetu Ahlawat, Associate, Abhiruchi Jhawar, Associate, and Kshitij Sharma, Associate. Strategic inputs were provided by Pallavi Shroff, Managing Partner.
The global advisors for the transaction were Latham & Watkins (global transaction counsel for ZF), Gleiss Lutz (global antitrust counsels for ZF), and Skadden, Arps, Slate, Meagher & Flom LLP (global counsels for WABCO).
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