Cyril Amarchand, Khaitan, Trilegal, Luthra, S&R, Allen Gledhill advise on Singapore-Malaysia $1.1bn buy Fortis Healthcare

Friday, 13 July 2018 By Legally India Corporate M&A

Fortis Healthcare Limited was aquired by Malaysian-Singaporean healthcare group IHH Healthcare Berhad (through its wholly owned subsidiary, Northern TK Venture Pte Ltd), through a preferential issue of equity shares of Fortis for a consideration of Rs 4,000 crores at a price of Rs 170 per Equity Share amounting to 31.1% of Fortis’ share capital, as reported by Mint and others.

Cyril Amarchand Mangaldas managing partner Cyril Shroff and Mumbai-based corporate partner Ruetveij Pandya advised Fortis Healthcare Limited, according to the firm’s press release.

Khaitan & Co acted as Indian counsel to IHH Healthcare Berhad , according to its press release. The core transaction team comprised partner Haigreve Khaitan, partner Anand Mehta, partner Arindam Ghosh, associate partner Ashraya Rao and principal associate Soumyadri Chattopadhyaya. Also assisting were, on the open offer: partner Sudhir Bassi, senior associate Arpita Anand and associate Shashank Patil. In litigation: partner Sanjeev Kapoor, principal associate Saman Ahsan, principal associate Aditya Ganju and associate Aayush Jain. In competition: associate partner Sagardeep Rathi, principal associate Pranjal Prateek, associate Akash Karmarkar and associate Aman Singh Baroka. In corporate (due diligence): senior associate Niharika Mepani and associate Nupur Pandit.

Singaporean firm Allen & Gledhill acted as legal advisor for IHH Healthcare Berhad with the documents being signed on July 13, 2018.

Update 23 May 2019: L&L Partners advised Fortis Healthcare Limited led by a team of partners Sundeep Dudeja and Vaibhav Kakkar working under the overall guidance managing partner Rajiv Luthra, with associates Sahil Arora and Debarpan Ghosh.

Update 3 14 July 2018 16:43: A Trilegal spokesperson said that the firm’s partners Harsh Pais and Upasana Rao, senior associate Sanjam Arora and associate Pooja Menon also advised IHH Healthcare Berhad with Khaitan as transaction co-counsel.

Update 29 May 2019: S&R Associates advised Citigroup, the financial advisor and joint manager to the deal, led by a team of partners Sandip Bhagat and Jabarati Chandra, associates Brajendu Bhaskar and Srimukundan R.

The acquisition triggers an open offer by IHH to the public shareholders for at least 26% of Fortis for an amount of around Rs 3,300 crores and Fortis Malar Hospitals to give it full control of the company.

IHH defeated a rival bid by TPG-backed Manipal Health Enterprises for Fortis.

{incomplete}

Cyril Amarchand MangaldasKhaitan & CoAllen & GledhillTrilegalL&L PartnersS&R Associates

Comments

Alias 13 Jul 2018, 18:38
+9 -11
Luthra was an advisor to Fortis as well. But unfortunately and not unsurprisingly, Kian chooses to leave their name out!
kianganz 13 Jul 2018, 19:05
+5 -4
We have received no official confirmation right now of Luthra's involvement. I think Bar & Bench reported that Luthra was acting for the board of Fortis, but will have to confirm that independently from other firms if there's no press release. I also imagine a few other peripherally advising firms may still emerge on a deal this big...
Or 13 Jul 2018, 21:10
+2 -9
Ask fortis
JUSTLOOK 14 Jul 2018, 05:02
+12 -7
How about looking up the Company press release to the stock exchang! Need something more official? lPlease see below the relevant extract-

"The Board of Directors at its meeting held today, deliberated on both the binding offers made by IHH Healthcare Berhad and the TPG/ Manipal consortium and received inputs from the
financial advisors viz. Standard Chartered Bank and Arpwood Capital and legal advisors-Luthra and Luthra Law Offices and Cyril Amarchand Mangaldas"
Hello! 13 Jul 2018, 19:10
+16 -8
Luthra did forensic review. Not on the deal.
kianganz 13 Jul 2018, 19:42
+5 -6
They were instructed in relation to the investigation, it seems. Is that strictly speaking part of an M&A or is it different and separate work, even if one is predicated on the other's conclusion?

https://economictimes.indiatimes.com/industry/healthcare/biotech/healthcare/luthra-luthra-investigations-reveal-entities-to-whom-rs-473-crore-of-cash-moved-were-linked-to-fortis-healthcare-promoters/articleshow/64566556.cms
Not RKL 14 Jul 2018, 03:52
+12 -9
It wasn’t just investigation but also evaluating the offer terms. Litigation team was involved in the investigation and Mr Dudeja and Mr Kakkar were assisting on the acquisition. Rather than speculating, why don’t you consider reaching out to the Luthra team? Isn’t that what journalism is all about?
Rodney 14 Jul 2018, 05:10
+14 -7
From the disclosures made to the stock exchanges, it doesn't appear Luthra was engaged in evaluating the terms of the offer ever. Look at the disclosures preceding the fiasco of accepting the Hero-Burman bid. It is very clear that it was CAM which was evaluating the terms of the offer. CAM had in fact recommended the Manipal-TPG offer earlier, but the erstwhile Board chose to go against the recommendation. Luthra may have been engaged in advising the independent directors like they did in the Sun-Ranbaxy deal. But that's hardly being the actual advisor on the deal.
Rodneyputtar Padh 14 Jul 2018, 06:16
+11 -11
Totally amused with the errors in your statement, you say-
"From the disclosures made to the stock exchanges, it doesn't appear Luthra was engaged in evaluating the terms of the offer".

Look at the press release issued by the Company yesterday-


"The Board of Directors at its meeting held today, deliberated on both the binding offers made by IHH Healthcare Berhad and the TPG/ Manipal consortium and received inputs from the
financial advisors viz. Standard Chartered Bank and Arpwood Capital and legal advisors-Luthra and Luthra Law Offices and Cyril Amarchand Mangaldas"

Still it appears to you that Luthra wasnt involved?! Ask anyone who was part of the matter, luthra corporate team came in couple of month back in diffcult circumstances for the company and worked relentlessly to make the deal happen (after the failed attempts of the company in the past)! They were negotiating along with CAM against counter party lawyers through and through for this deal. Grapevine has it that both firms very smoothly collaborated to see the deal through for everyone this time! Comeon, lets not get our personal grudges come in the way of giving credit where it is due!!!
Rodney 14 Jul 2018, 07:36
+2 -0
You may have been misled by the starting sentence of my comment but the full content clearly refers to a period of disclosures pertaining to the decision making of the erstwhile Board . Nothing against Luthra man. Have never worked there .
kianganz 14 Jul 2018, 06:18
+4 -0
We have updated the story with Luthra's name based on the Fortis press release.
Glen 14 Jul 2018, 04:07
+5 -8
Deal of the year, is it?
Elandel 14 Jul 2018, 07:19
+13 -10
Vaibhav Kakkar and Sahil Arora from Luthra.

Ruetveij Pandya, Aditya Prasad and Rajalakshmi Natarajan from CAM.
AanchalB 14 Jul 2018, 08:19
+13 -11
Heartiest congratulations to the Luthra team! Solid stuff
One more 14 Jul 2018, 08:26
+10 -3
And Gazal Rawal from CAM
dualipa 14 Jul 2018, 08:50
+12 -0
[img]https://i.imgflip.com/2dzu4k.jpg[/img]
kianganz 14 Jul 2018, 08:57
+13 -2
Really sorry to hear you're depressed. It's much more common than you think in the legal profession.

I'm obviously not a professional in these matters, but you really should see a therapist about your depression. With the right approach, and possibly with some pharmaceuticals in bad cases, it's possible to get a handle on it.

In any case, suicide is never the answer to depression, and if anyone is feeling suicidal, please do seek some help or call a hotline to speak about what's bothering you. No problems are insurmountable...

http://www.suicide.org/hotlines/international/india-suicide-hotlines.html
ZRS 14 Jul 2018, 13:16
+1 -0
Memes aside, Depression is a very common mental situation amongst lawyers - at least in the USA. Since there is not much relevant data for India, we can only extrapolate and hazarding a guess here, I see no reason that our brethren here not equally afflicted by depression. I have seen colleagues crippled by it but won't take professional help.
Transaction Co-counsel 15 Jul 2018, 01:57
+33 -3
Transaction Co-counsel? Sounds more like a failed business development exercise or rather unsolicited free advice! Was trilegal paid for this funky Co-counsel role?
Waah ji 15 Jul 2018, 15:31
+14 -6
I am glad someone did to Khaitan what they do unto others...have zero to minimal role in a transaction and yet shout seal deal deal from rooftops. Coming back to the topic, Trilegal on this transaction? No chance. No less because of the team involved - did they by any chance give “specialist” advice on the books of accounts issue? The transaction documents were all CAM and Khaitan. No Trilegal there.
Guest 16 Jul 2018, 06:31
+4 -18
What bitterness! Were you sacked from Trilegal?

Khaitan and Trilegal were both co-counsel. That's what the "co" part in the word means.
Guest 16 Jul 2018, 11:37
+16 -1
Being a person who is in the same office, i can confirm that Trilegal was always around in the deal but never really working on it. Khaitan didn't let them touch it. Haath ko aaya muh ko naa laga :) honestly speaking this was a very big deal, not something that Trilegal could have managed on its own. It needed powerhouses like KCO, CAM and Luthra to be involved.
ZeMian 15 Jul 2018, 13:05
+2 -16
Good to see Trilegal on the biggies.
Biggie? 16 Jul 2018, 07:08
+18 -2
Need to work hard for that and not just rely on cheap publicity stunts...Seem to be a trend nowadays for Tri...
Guest 16 Jul 2018, 11:16
+0 -12
Kian, you may update the report to include the law firm who advised TPG. They also deserve a mention as they were working on this bid for really long and they did win it almost once. AZB advised TPG.
Scooter- 17 Jul 2018, 07:24
+2 -0
Wow! Cyril and Reutvij still draft?!!!
I dont get it 20 Jul 2018, 11:04
+0 -9
Why do people bash Trilegal so much? It's a great firm full of hardworking lawyers. I don't get it...
Commenting is closed for this article.