$2.4bn Birla-Ultratech CCI clearance follows Uberoi from CAM to AZB

Aditya Birla cement competition mandate goes to AZB
Aditya Birla cement competition mandate goes to AZB

AZB & Partners recent lateral partner Nisha Kaur Uberoi has on 8 August obtained phase 1 merger clearance from the Competition Commission of India (CCI) for Ultratech Cement’s Rs 16,189 crore ($2.4bn) acquisition of the cement assets of the Jaypee Group.

The filing was made on 29 April 2016, according to the firm’s release, when Uberoi was still competition partner at Cyril Amarchand Mangaldas (CAM).

However, Uberoi formally joined AZB on 3 August and the competition part of the Ultratech deal moved with her.

As did AZB senior associate Soumya Hariharan and associate Atreyee Sarkar, who had also joined Uberoi from CAM and assisted on the competition aspects of the deal, according to an AZB press release.

It is understood that Cyril Amarchand partner Tushar Mavani led the corporate aspects of the transaction.

Vaish Associates partner Bomi Daruwala acted for Jaypee on the corporate aspects of the transaction.

The cement sector has seen a huge amount of attention from competition regulators in recent years, with Uberoi and CAM having acted for 11 cement companies late 2015 to overturn the CCI’s Rs 6,300 crore penalty before the Competition Appellate Tribunal (Compat) with senior counsel Gopal Subramanium.

Clarification: CAM was not instructed by 11 cement companies, but was already acted for the Ambujas and Lafarge in the appeal, when Compat expressed a preference for parties to not repeat arguments. The other cement companies then adopted CAM and Subramanium’s arguments.

In December 2014, the Aditya Birla Group’s cement firm Ultratech had bought Rs 5,400 crore of assets from Jaiprakash Associates, on which what-was-then Amarchand Mangaldas advised, with managing partner Cyril Shroff, corporate partner Tushar Mavani and competition partner Uberoi.

The same team acted for Ultratech in its acquisition of Jaypee Cement Corporation’s Gujarat unit for Rs 3,800 crore in 2013.

Aditya Birla is a long-standing client of Shroff’s, with the firm having acted on its cement-related deals going back at least to 2009.

Photo by William Warby

Comments

Paresh 9 Aug 2016, 06:45
+7 -2
Most of the work for this transaction is already done by CAM only last leg will be done by Nisha.
cool bro! 9 Aug 2016, 08:49
+2 -1
Abey! Teekra! Why were you unable to retain client?

Talent has moved to azb? Is it?
AZB 9 Aug 2016, 16:06
+2 -0
Nisha got the deal only because of CAM in the first place.
anon!! 9 Aug 2016, 17:23
+1 -0
Nisha at CAM only, no???? Some comments, I tell you...
Soumya H 9 Aug 2016, 07:04
+11 -4
Credit is due to CAM [who] drafted the merger notification which led to the speedy clearance. Kudos!
FYI 9 Aug 2016, 07:22
+5 -6
Wait! What????
You must be kidding!

Clearly a publicity stunt by CAM s BD team.

Pls resume sangeet practice again?
Daenerys 9 Aug 2016, 08:02
+6 -1
Well nobody in their right mind can deny that the form was a CAM work product.
Finishing Line 9 Aug 2016, 08:22
+5 -3
Well all said and done it's a Nisha supervised or managed product. And right now Nisha is in AZB when the order came so they get the credit. No doughnut for CAM. Chapter closed !
NaMo 9 Aug 2016, 16:05
+4 -0
Its not Nisha but Modiji who should be given credit for this quick approval! *wink wink* *nudge nudge* Samjhu che?
Madonna 9 Aug 2016, 08:14
+5 -1
Why does it sting if they can churn out forms and still sing and dance,?
The fight begins 9 Aug 2016, 09:02
+7 -1
On the contrary, after reading this, it appears to be a publicity stunt by AZB and not CAM.
leads? 9 Aug 2016, 07:25
+2 -7
Get your facts rights. Soumya was a PA. [...] and [...] reported to her, and were way to junior to lead. No? Logic?
... 9 Aug 2016, 08:48
+3 -5
Hilarous! Clients loved Nisha and Soumya enough to move matter with them and only take them to cci. For rest empty vessels make most noise!!
CCI Member 9 Aug 2016, 07:05
+5 -0
Uberoi and CAM acted for 11 cement companies? Get your facts right bruv!
kianganz 9 Aug 2016, 07:08
+1 -12
They didn't? I believe they acted for Lafarge, whom another 10 cement companies gave authority to fight the appeal on their behalf (to save legal costs presumably, since all their cases were similar).
LOL 9 Aug 2016, 07:51
+5 -0
Read the order, no such authority was given. Each company had different lawyers present on each day. Several other seniors made arguments as well.

Also, CAM acted for Ambuja and later came on record for Lafarge, after major arguments were over.
kianganz 9 Aug 2016, 08:10
+0 -6
Have just double checked the records.

My understanding is that Compat's Singhvi indicated that he didn't want repetition of arguments from all 11 companies, so since CAM was on for Ambujas and Lafarge already (with Gopal S), nearly all the other cement companies essentially agreed to let CAM and Gopal lead arguments and just accepted the lead company's arguments, without advancing any additional arguments. Would have to read the full order to be sure though.

So yes, no vakalat was filed by 11 for CAM, but practically, CAM and Gopal Subramanium argued for the others.
AZB 9 Aug 2016, 07:17
+10 -3
Ironic that it was Samir who had actually briefed Gopal for the COMPAT for the arguments. CAM (and Nisha) moved in (for one company, not 11) after Gopal had finished arguing. Credit hogging at its worst
oooh 9 Aug 2016, 09:57
+4 -2
Looks like the AZB Mumbai-Delhi competition tussles are already in full swing.

or is this jealous SAM again (?)
COMPAT Insider 9 Aug 2016, 07:14
+5 -1
Ya dude, if she had acted for all 11 then that would have only gone to show that there indeed was a cartel. Am sure even she won't make such ridiculous move. There is a limit to the Chinese wall after all.
kianganz 9 Aug 2016, 07:36
+0 -4
Not really. Please see our previous report:

http://www.legallyindia.com/competition-law/cam-gopal-subramanium-win-compat-stay-of-record-rs-6-300-cr-cement-penalty-because-cci-chairman-wasn-t-present-for-hearings

If I recall correctly, their interests in the appeal were aligned, since they all challenged CCI decision on natural justice grounds, so it made sense for them all to advance arguments together...
Daenerys 9 Aug 2016, 08:03
+3 -1
Please read the order. Clearly states different counsel for each company.
Splitsvilla 9 Aug 2016, 07:15
+8 -1
CAM competition team associates who actually worked on the deal not mentioned!

Slow Clap. #Respect
Keep Clapping 9 Aug 2016, 07:53
+1 -1
You can't have AZB release mentioning CAM team right?
Aishwarya G 9 Aug 2016, 09:20
+1 -1
Yes they have been! See the press release plis? Now,okbyethenx!
Lol 9 Aug 2016, 08:16
+3 -1
I thought it was LI news. Oops!
Symbi2008 9 Aug 2016, 09:21
+0 -2
kian why you covering the HDFC-MAX mega merger...its like the deal of the year
kianganz 9 Aug 2016, 09:24
+0 -0
We already did, in June - there's not really anything new other than that it signed, no?

http://www.legallyindia.com/corporate-/-ma/max-hdfc-insurance-mega-merger-sees-cyril-shardul-azb-jointly-advise
BB 9 Aug 2016, 09:48
+2 -6
Dont take your clients for granted. They will follow talent. Nisha commands respect, has the ability to retain clients. She moved with a fantastic bunch of people.

[...]

Kian pls dont censor this? -_-
Budhu 9 Aug 2016, 09:55
+4 -6
Nisha was the face of competition practice of CAM. Everything on this matter was done and signed off by her. Clients have faith on her because she understands their requirements very well. I am sure most of the matters would move with her.

Update 1- CAM is still struggling hard to find her replacement.
Very big loss for CAM.
... 9 Aug 2016, 10:00
+3 -5
Nisha built the entire competition practice of CAM. The least everyone here can do is acknowledge that she is an excellent lawyer and will do very very well for herself wherever she goes.
Also a case officer once told me that she really can strike a balance between what her clients need her to do and what CCI mandates.

She was against us in one of the matters where we represented the informant. So much to learn from her
Zia rox 9 Aug 2016, 10:30
+3 -4
Uberoi is such a rockstar
AZB 9 Aug 2016, 10:32
+1 -0
The deal for the year will be vodafone's India IPO
AZB 9 Aug 2016, 10:50
+0 -1
Is Pallavi Shroff of the same class as Nisha when it comes to merger control???
Nope 9 Aug 2016, 14:23
+1 -3
Unfortunatey, no. And no one else at SAM either.
GC 9 Aug 2016, 19:08
+5 -1
In terms of quantity SAM partners put together don't add up to Uberoi
In terms of quality, you get the same quality merger advice from SAM, AZB, and Dhall. Quite frankly, it isn't rocket science, and the better competition lawyers do more of the enforcement side work. A good managing associate/associate partner can execute merger control filings and advisory with sufficient proficiency.
On the enforcement side, Samir Gandhi, Pallavi Shroff, and half the other SAM partners are ahead of Nisha.
bro plis? 10 Aug 2016, 05:10
+0 -0
Bro BCCI? Cement cartel?
Teacher 9 Aug 2016, 15:59
+3 -1
Pallavi Shroff is definitely not in the same league- she's waaaaaaaaaaay above. She taught uberoi competition law.
Symbi2008 9 Aug 2016, 11:07
+0 -0
http://barandbench.com/shroff-brothers-azb-biggest-insurance-sector-consolidation/

Yup you missed out lawyers,, the details,,, the money etc..
kianganz 9 Aug 2016, 11:08
+0 -0
SAM sent out a press release now, so maybe we missed out some team members. Might update the previous story - we're actually working on something fun relating to deals, hope to be able to share soon...
kianganz 9 Aug 2016, 11:10
+0 -0
Btw, for the purposes of league tables and the like, how do you think a deal like this would get valued?

http://www.livemint.com/Money/SluQKkCWf67DtAkg2HiApJ/HDFC-LifeMax-Life-deal-Positive-but-for-the-noncompete-fe.html
Analyst 9 Aug 2016, 11:46
+0 -0
Pretty simple. Since Max is listed, look at the current market cap of Max which holds around 70% in Max Life. This will give you market cap of the insurance business. Based on the swap ratio, you can get the combined value of the ultimate company. Thats how the press is reporting an expected market cap of 65k-67k for the ultimate company.
kianganz 10 Aug 2016, 01:31
+0 -0
Thanks. We've now updated our old story:
http://www.legallyindia.com/corporate-/-ma/max-hdfc-insurance-mega-merger-sees-cyril-shardul-azb-jointly-advise

Am still not 100% happy with valuation though.

For the purposes of general business reporting, market impact, etc, fine. But for law firm league tables, I'm not so sure.

Let's say company A (worth $10bn) and company B (worth $7bn) do a deal.

In Deal X, A buys B for $7bn.

In Deal Y, A and B merge in some complex share swap deal, etc, and are jointly worth $17bn.

So is it fair for deal structure Y, to be 'worth' nearly twice as much as X, for the purpose of a law firm M&A league table?
League Table 10 Aug 2016, 13:12
+0 -0
Based on the swap, Max seems to be valued at 1/3rd of total value. so roughly 22,000 cr + non compete fee would be the value of the transaction?
kianganz 10 Aug 2016, 13:14
+1 -0
Yes, that would seem more sensible, no? But it would get very messy if you have to dive into that, no? How do mergermarket and Bloomberg and all handle that?
Symbi2008 9 Aug 2016, 11:46
+0 -0
enterprise value of the merged entity
Biased 9 Aug 2016, 13:19
+3 -1
Seems like the "magic"mid working on Kian.
How many articles relating to Nisha's move?!?!?
Kian dancing to her tune!!
kianganz 9 Aug 2016, 15:25
+1 -2
If people stop reading them, we'll stop writing them... Seriously though, the moves and retention of clients post one of the biggest series of moves in recent history, including Uberoi, will remain newsworthy for a little while...
HK lawyer 9 Aug 2016, 18:35
+1 -1
Very sorry state of affairs at top Indian law firms. So much of petty slug fest, shows why the sector is in crying need of reform. The egos of the big 3 are consuming them. It is such a personality play that client service is lost and all people care are league tables, something ZJM and CSS loves.