News: Embassy Group's subsidiaries finalise merger with Indiabulls Real Estate-19-08-2020
https://realty.economictimes.indiatimes.com/news/industry/embassy-groups-subsidiaries-finalise-merger-with-indiabulls-real-estate/77627360
The resultant listed entity shall be owned about 44.9% by Embassy Group, 26.2% by the existing public & institutional shareholders, 9.8% by existing IBREL promoter group and about 19.1% by BREP & other Embassy institutional investors.
NEW DELHI: NAM Estates and Embassy One Commercial Property Developments (NAM Opco), subsidiaries of the Embassy Group, have entered into definitive merger agreement to amalgamate their ongoing, completed & planned residential and commercial projects with Indiabulls Real Estate, the company said in a media release.
Jitendra Virwani, chairman & founder of the Embassy Group along with other promoter entities will become the new promoters of IBREL upon completion of merger and Sameer Gehlaut, non-executive chairman & founder of IBREL along with existing promoter group entities shall initiate the process of reclassification.
The resultant listed entity shall be owned about 44.9% by Embassy Group, 26.2% by the existing public & institutional shareholders, 9.8% by existing IBREL promoter group and about 19.1% by BREP & other Embassy institutional investors.
The merger and reclassification of promoter is subject to approval of CCI, stock exchanges, SEBI, NCLT(s) which is expected to be complete by Q2 FY 2022.
The combined IBREL entity will be renamed Embassy Developments and will be co-headquartered in Mumbai and Bengaluru. It has 80.8 million sq ft of launched and planned development potential.
Both boards of directors unanimously approved that certain private equity shareholders of Indiabulls Properties, which owns the Sky/Sky Forest residential assets, shall swap their shares to NAM Opco and will eventually merge into IBREL by virtue of a National Company Law Tribunal (NCLT) approved Scheme of Arrangement.
Certain entities controlled by Blackstone Group have submitted a non-binding letter of intent (LOI) for participation in the proposed merger
The proposed merger will be achieved through a cashless scheme of amalgamation. As part of the combination, NAM shareholders will get 6.619 shares of IBREL for every 10 shares of NAM whilst NAM Opco shareholders will get 5.406 shares of IBREL for every 10 shares in NAM Opco.
Shardul Amarchand Mangaldas & Co. acted as legal advisor to Embassy Group while J. Sagar Associates was legal advisor to IBREL. Allegro Capital and IDFC Securities acted as financial advisor to Embassy Group.
Ernst & Young LLP and PricewaterhouseCoopers acted as transaction financial & tax advisors to Embassy Group.
IDFC Securities will facilitate investor engagement and communication on the proposed merger and on any potential future fundraise.
