IC Universal Legal advised Eastern Condiments when it agreed to a 67.8% stake sale to Oslo stock exchange-listed Orkla. Trilegal advised both Orkla and Orkla’s Bengaluru-based subsidiary, MTR Foods, through which it is making the acquisition.
The deal was signed on 4 September and is expected to close after regulatory approvals are received. It comprises the sale of a 41.8% stake in Eastern Condiments by its promoters, the Meeran family, and the entire 26% stake of McCormick Ingredients SE Asia, which has held a stake in the company since 2010.
The parties have agreed on a purchase price that values Eastern at ₹20 billion (US$268 million) on a debt and cash-free basis.
Describing the deal as “challenging and demanding”, partner Sameena Chatrapathy at IC Universal Legal, who led the firm’s team, said it “entailed multiple nuances across the legal spectrum that each required real-time innovative legal and business solutions within the framework work of the larger commercial arrangement, while balancing interests of all parties”.
IC Universal Legal’s team included: Principal associate Shreya Deora and associates Aishwarya Mahesh and Adeeb Shah (corporate); and principal associate Anu Prabhu, senior associate Mohamed Sirajutheen, and associates Sandeep Kumar and Timin Sebastian (real estate).
Trilegal’s team comprised: Partner Kosturi Ghosh, counsel Ipsita Chowdhury, senior associates Arnav Nagalia, Veena Vasudevan, Vadiraja PS and Advait Nair, and associates Sherin Paul and Ajeya BG (corporate); partner Nisha Kaur Uberoi, counsel Rahul Satyan, and associates Rishabh Juneja, Ankita Dhawan and Gajendra Bhansali (competition); and partner Swarnima and associate Sachin Arora (employment).
The acquisition is subject to the approval of the Competition Commission of India. Following its completion, Eastern Condiments will merge with MTR. Orkla will have a 90.01% stake in the merged company, and two members of the Meeran family will hold the remaining stake.
The agreement with the two Meeran family members includes a long-term mechanism for Orkla to obtain full ownership of the joint entity. The subsequent merger process is expected to take about 15 months, after completion of the acquisition.