KING STUBB & KASIVA

ADVOCATES & ATTORNEYS

MERGERS & ACQUISITIONS

FUNDS & PRIVATE EQUITY

Thinking Through Transactions

M&A, FUNDS AND PRIVATE EQUITY

Mergers & Acquisitions, Funds & Private Equity Practice Group of King Stubb & Kasiva

comprises attorneys experienced in complex corporate transactions who regularly

represent a broad range of domestic and foreign corporations, private equity, mezzanine,

distressed funds and financial institutions in their M&A-related deals, which encompass

an equally broad range of industries and businesses. To provide greater co-ordination, the

Firm has an integrated M&A, Funds & Private Equity Practice which also helps our clients

in a significant manner.

Our attorneys are experienced in creating and applying creative

approaches to maximize value and place our clients as advantageously as possible,

whether they are purchasers, sellers, lenders or intermediaries.

A significant focus of the Firm's M&A practice consists of representing U.S., Japan, UK

and Europe based clients. Our attorneys regularly assist companies in acquisitions of new

businesses in India. Likewise, we represent both inbound and outbound clients in cross

border strategic alliance matters.

MERGERS &ACQUISITIONS

The Firm handles a full range of transactions, acquisitions and dispositions of privately-owned

companies, divisions and subsidiaries. We have negotiated and contested public company

acquisitions (including tender offers, exchange offers, takeover bids, mergers and schemes of

arrangement); joint ventures and strategic alliances; and substantial equity investments. The

M&A group also represents companies and shareholders in shareholder meetings and proxy

contests and regularly provides advice regarding issues of corporate governance and control.

The Firm’s clients include leading industrial, service and financial organizations, as well as

growth companies. The Firm also represents leading financial institutions in its capacity as

financial advisors, as well as representing them in their own acquisition transactions. The

complementary areas of expertise that often play important roles in M&A transactions include:

• Labour Issues–We advise clients on structuring the labour fall outs of an M&A transaction.

We have, on several occasions, structured transactions for our clients to overcome the

challenges posed by Indian labour law regulations.

• Tax- We provide tax advisory services and are in a position to quickly turn around tax related

issues that envelope domestic and cross-border M&A deals. We evolve the optimum tax

structure while structuring deals, for e.g., carry forward of losses, slump sale structuring, de-

merger and spin-off.

• Finance- The Firm has enormous depth in the debt and high-

yield markets and is able to structure a broad range of public and private company acquisition

financing.

• Intellectual Property/Information Technology- The Firm provides business solutions to

diverse IP issues that arise in M&A transactions, including evaluating issues arising out of

patent, trademark and copyrights.

• Litigation/Arbitration- The Firm assists clients in litigation and arbitrations arising in the

course, or as a consequence, of M&A transactions, such as disputes among shareholders and

post-contractual disputes.

PRIVATE EQUITY

When the stakes are high and time is short, private equity leaders turn to King Stubb & Kasiva to

workout a fast, focused and effective strategy to complete the deal. We regularly handle a wide range of

private investment funds including direct funds, fund-of-funds and master-feeder parallel funds.

Our practice includes the full range of private equity investment-related activities, involving both

middle market and larger investments as well as venture capital transactions. We have extensive

experience in structuring investment and exit transaction of all kinds, including minority investments,

majority stake, leveraged buyouts, “club” transactions involving multiple sponsors, joint venture

investments involving private equity sponsors and industrial company partners, and PIPEs

transactions.

In acting for our private equity clients, we bring to bear the exceptional breadth and depth of the Firm’s

experience in mergers and acquisitions transactions. Our experience with the full array of acquisition

techniques gives us extensive familiarity with legal and market practice that can be of significant

benefit to our private equity clients in the scores of transactions on which we advise them. We partner

with our clients to help them gain advantage and meet challenges through our market and industry

expertise.

From Investment to exit -

The Firm advises its private equity clients in structuring investment-to-exit transactions often working

closely with our Capital Markets Practice for structuring exits through IPO’s in India and secondary

listings [ADR, GDR, FCCB] overseas.

We take a proactive approach in leading private equity transactions, anticipating our client needs, and

responding to requests with the immediacy and sense of urgency that reflect the value that our firm

places on client relationships.

SERVICESOFFERED

Merger & Acquisitions:

• Advice on structuring Mergers and Acquisition including advice on structuring issues, drafting

transaction documents, determination of SPV, etc;

• Advice on Securities and Corporate Law issues related to Takeover Code and other securities

laws issues, Listing and Regulatory requirements, Government approvals , Statutory filings;

• Undertaking legal due diligence, drafting and review of term-sheet, definitive agreements

[Share Purchase Agreements, Share Subscription Agreements, Shareholders Agreements], non-

compete agreement, non-disclosure agreement, escrow agreement, stock swap agreement,

employment agreement, etc;

• Advising companies on the methods of restructuring and re-engineering, including demerger /

spin-off a division into a separate company, merge two companies into one, buy-back of its

shares by the company, slump sale, reduction of share capital, winding-up of operations and the

repatriation of the proceeds there from ensuring that the existing tax benefits continue to be

available post the restructuring, devising a structure that is efficient from the stamp duty

perspective in connection with the transfer of assets and obtaining the requisite approvals of the

High Court or other regulatory authorities;

Private Equity:

• Advice on target identification and deal negotiation

• Advice on structuring the deal in terms of drafting term sheet, definitive agreements and closing

and post closing documentation

• Board representation on portfolio companies of clients

FUNDS

FUNDS–

King Stubb & Kasiva has one of India’s leading legal practices specifically dealing with the

formation of funds in India. We assist clients in creation of funds to invest in Indian

securities. Our team applies its expertise to the complete spectrum of funds including but not

limited to Mutual Funds, Infrastructure Funds, Technology Funds, Real Estate Funds, etc.

The services we offer clients are extensive and continue to expand as we anticipate and

respond to changing client needs, new laws and regulations. The Firm’s approach is to

partner with our clients to help them achieve success, from fund formation through portfolio

investment and every step along the way. We make a steady commitment to going beyond

what is usually expected of a law firm, day in and day out. The several long-term ties that we

have developed speak not only of the quality of our representation, but also of our constantly

expanding capabilities; growing as our clients grow to meet their changing needs.

SERVICE OFFERINGS–

• Drafting of the fund documents for our clients, including the charter documents for the

fund entity, the private placement memorandum, the investment management

agreement, the investment advisory agreement, and other necessary documentation;

• Advising our clients on the local registration requirements with the Securities Exchange

Board of India and other regulatory authorities;

• Advice on tax issues with respect to funds;

SELECTTRANSACTIONS

• Currently advising a UK software major in its acquisition of an equity stake in Indian software major. Thetransaction involved structuring, conducting due diligence, shareholders agreement, purchase/ subscriptionagreements.

• Advised Mobiquity in its USD 182 million sale to Hexaware.

• Advised Quest Global in the of acquisition of Mobiliya technologies and acted as the Lead Global Counselcoordinating with Law firms in USA, Canada, Singapore, china, Korea, Ireland and Malaysia.

• Advised DMI in its acquisition of Pragati, a SAP commerce cloud company.

• Advised Epsilon Ventures (former management of Intel Capital) in its acquisition of ZEBI, in the Block chainspace.

• Advised Zebi on its acquisition of Elements 42 in the Block Chain space.

• Advised Pramac in its acquisition of Captiva Energy Solutions in the power generation business.

• Advised a large Pharma company from Europe in its investment in Sergusa Pharma.

• Advised Essilor on acquisition of manufacturing companies in the optical sector. The deal involvednegotiations with the existing shareholders, preparation of various agreements including share purchaseagreement, escrow agreement; taking approval from regulatory authorities including the FIPB and the RBI,conducting legal Due Diligence.

• Advised IL&FS Investments in its investments in various Real Estate, Renewable Energy, IT, Transportation,Telecom companies.

• Advised Max Hypermarkets, a Indian retail company in its acquisition of a equity stake in a retail companyvalued at USD 45 million.

• Advised Styletribe, a leading Canadian apparel company in its acquisition of its Indian joint venture partnerfor USD 90 million.

• Advised Royal Philips NV in its acquisition of Alpha Technologies.

• Advised Vertex Management, IDG Ventures and SAIF Partners in online baby products portal First Cry.Transaction involved review of documentation and negotiation of transaction documents including SharePurchase and Share Holder Agreements along with structuring promoter incentives.

• Advising Epsilon Venture Partners on their investment INR 154 crore investment in Pi DataCenters.

• Advised Sherpalo, KPCB, Vertex Management invest US 40 mil in Greendust Reverse Logistics Series Bround.

• Advised Bayir Biotech in the investment round of INR 75 crores from Rabo Bank Private Equity. Adviceincluded de-merger of companies of the Bayir Group, drafting and negotiating transaction documentation.

• Advised Max New York Life in its USD 530 mil strategic sale stake to Mitsui Sumitomo Insurance Company.Transaction involved review of documentation and negotiation of transaction documents including SharePurchase and Share Holder Agreements.

• Advised promoters of Cosmic Circuits in 100 percent sale to Cadence Design Systems in the largest deal in theSemi-Conductor space in India.

• Advised Crystal Phosphates in its fund raise of INR 150 Crores from Everstone Capital. Advisory includedconducting vendor due diligence and negotiating transaction documents.

• Advised XSI Semiconductors raising an undisclosed sum from a clutch of private investors and Indian AngelNetwork.

• Advised Caravel Wind Ventures in its investment in NSL Global Energies Private Limited.

SELECTTRANSACTIONS

• Advised social venture investments in healthcare, water, education, microfinance and Fintech companies forAcumen Fund, GBF and Swed Fund.

• Advised Pragati India Fund in its first investment in Jash Engineering. Transaction included draftingInvestment Agreement and closing and post-closing obligations.

• Advised Japanese drugmaker Takeda in its investment in Advinus Therapeutics.

• Advised Swedish defence company Saab on a strategic investment in Pipavav Defence and OffshoreEngineering Company Limited.

• Advised GTI Capital in a Series B round of investment in Brattle Foods Private Limited and WebklipperTechnologies Private Limited.

• Advised Green company in its investment from JP Morgan valued at 100 Crore. Transaction included draftingInvestment Agreement and closing obligations.

• Advised ACC Cement in acquisition of a 40% stake in Alcon Cement. Transaction involved negotiating theshareholders’ agreement, the share purchase agreement, conducting due diligence.

• Advised Walden International on its proposed investments in India. Deals did not proceed to closure on twooccasions due to FDI restrictions and FIPB issues.

• Advised Peepul Capital LLC in its investment of USD 20 Million in Medall, a Chennai based healthcareservices Provider Company. Transaction involved legal due-diligence and drafting share purchaseagreements.

• Advised Walton Street Capital in its 100 Crore investment in Supertech, a Noida based real estate developer.

• Advised Ambridge Partners in its proposed insurance cover to Schneider Electric acquisition of 74% stake inLuminous Power. Transaction involved review of all transaction documentation and opinion on the possibilityof imposition of taxes by Indian tax authorities.

• Advised Everonn Systems Limited in its 100% acquisition of Toppers Tutorial Private Limited in a transactionvalued at INR 75 million. Transaction involved negotiating the Business Purchase Agreement, and advisoryon structuring Trade Marks and Copy Rights portfolio of Target Company.

• Advised leading sugar company in acquiring stake in Gokak Sugars. Transaction involved negotiating theAssest Purchase Agreement and tax advisory on slump sale and structuring benefits from a tax perspective.

• Advised KEI-RSOS Maritime Limited in its divestment of 40% stake to Great Offshore limited in the logisticsspace. Transaction involved review and guidance on the definitive agreements including negotiation withAcquirer’s counsel.

• Advised Ciber Inc. in its acquisition of Iteamic Pvt Limited, a software company. Transaction involvednegotiating the shareholders’ agreement, the share purchase agreement, conducting due diligence andadvising on the modalities and compliance issues.

• Advised GL Hotel Group SPA in its acquisition of an Indian Hotel Chain The transaction was valued at USD650 million and involved negotiating the shareholders’ agreement, the share purchase agreement, conductingthe due diligence and advising on the acquirer on the Indian takeover code.

• Advised Russian Helicopters, one of the largest Helicopter manufacturing companies undertake due diligenceon Vectra HeliCopters, a large helicopter manufacturing company in India. The deal was formalized into aJoint Venture Agreement and involved drafting and vetting of transaction documentation.

• Advised a large Indian Petroleum company in connection with the distribution arrangement for lubricants inthe Middle East and other neighboring countries. The transaction involved manufacture of lubricants fromthird party manufacturer in the Middle East and setting up a distribution arrangement for the sale oflubricants.

OURTEAM

JIDESH KUMAR

Managing Partner

Tel: +91 9972225878

E-mail: jidesh@ksandk.com

RAJESH SIVASWAMY

Senior Partner

Tel: +91 9810088448

E-mail: rajesh@ksandk.com

AURELIA MENEZES

Partner

Tel: +91 9844093300

E-mail: aurelia@ksandk.com

PRITHIVIRAJ SENTHILNATHAN

Partner

Tel: +91 8826805955

E-mail: prithivi@ksandk.com

KING STUBB & KASIVA

ADVOCATES & ATTORNEYS

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