Cyril Amarchand Mangaldas Guides Ambuja Cements, ACC, and Orient Cement Merger

Cyril Amarchand Mangaldas (CAM) has advised Ambuja Cements, ACC, and Orient Cement on the proposed amalgamation of ACC and Orient Cement with Ambuja Cements by way of merger. This strategic move aims to consolidate the companies' positions in the cement industry and streamline operations.

The merger comprises only share swaps and no cash payouts. Under the terms of the agreement, ACC shareholders will receive 328 Ambuja shares of face value INR 2 each for every 100 ACC shares of face value INR 10, while Orient Cement shareholders will receive 33 Ambuja shares of face value INR 2 each for every 100 Orient shares of face value INR 1.

Ambuja Cements, ACC, and Orient Cement are public listed companies, all engaged in the business of manufacturing and selling cement and cement-related products. The proposed merger will involve the issuance of equity shares by Ambuja to the shareholders of ACC and Orient Cement, and the shareholding of Ambuja in ACC and Orient Cement will be cancelled. Upon completion, this will result in a change in the shareholding of Ambuja due to the induction of ACC’s and Orient's shareholders.

The transaction was overseen by managing partner Cyril Shroff and senior partner L. Viswanathan. The transaction team advising Ambuja was led by partner Ruetveij Pandya and partner designate Nishikant Sao, with support from associates Manjri Singh, Anoushka Ishwar, and Pratiti Shah.

CAM’s transaction team advising ACC was led by partner Jay Parikh, with support from senior associate Saranya Lal and associate Sarvagya Chitranshi. Partner Abhilash Pillai, along with senior associate Kripa Sankari, provided inputs from a real estate perspective on the transaction. Partner Sowmya Kumar, with support from principal associate Luv Saggi, advised on employment-related aspects of the transaction.

On additional matters related to the transaction, partner head Ahmedabad Paridhi Adani advised along with partner, co-head - projects (energy and energy transition) Ramanuj Kumar, partner, head intellectual property Swati Sharma, partners Karan Sharma and Jaideep Kodali, with support from principal associates Sandeep Pandey and Siddhant Sharma, and associates Pauravi Kolhe, Smitanshu Choudhary, Harshit Upadhyay, Astha Krishna, and Abhigyaan AH.

The transaction team advising Orient Cement was led by partner Molla Hasan, with assistance from associates Sameer Seshadri and Shailja Beria. Additionally, partner head Ahmedabad Paridhi Adani, along with partner Jinal Mehta and partner Jaideep Kodali, with support from senior associate Gaurav Utagikar, associates Pauravi Kolhe, and Smitanshu Choudhary, advised on other matters related to the transaction.

The competition law advisory team was led by partner head - competition law Avaantika Kakkar, with support from associates Mohini Parghi and Pushkar Singh.

This merger is expected to strengthen Ambuja Cements' market position and enhance operational efficiency, while providing significant benefits to shareholders of all three companies. The legal expertise provided by CAM ensures that the amalgamation process is smooth and compliant with all regulatory requirements.