New Delhi/Mumbai: Shardul Amarchand Mangaldas & Co (SAM & Co) advised Waggener Edstrom Worldwide, Inc.(WE Communications) on acquisition of Avian Media Group. .
The General Corporate Team of Shardul Amarchand Mangaldas advised WE Communications onall aspects of the transaction including structuring of the transaction, conducting a legal due diligence; drafting, reviewing and negotiation of the Share Purchase Agreement, Shareholders’ Agreement, Employment Agreements, Business Transfer Agreement and Debenture Subscription Agreement; and assisting with pre-closing and closing actions. The transaction team was led byMr. Amit Kumar, partner with assistance byMr. Varun Sehgal, Partner; and included Mr. Sunando Mukherjee, Partner; Mr. Anshul Asri; Associate; Ms. Kriti Tuteja, Associate; and Ms. Harshita Choubey, Associate.
The parties involved in the transaction were Waggener Edstrom Worldwide, Inc (our Client); Avian Media Private Limited (Avian); Chase Avian Communications Private Limited (Chase) and the selling shareholders of Avian and Chase (Sellers).
As a part of the transaction, We Communications is to acquire 100% of the share capital of Avian in multiple tranches. Simultaneous to the share acquisition by WE Communications, Avian would acquire the business of Waggener Edstrom Worldwide Communications Private Limited (“WE India”), a wholly owned subsidiary of WE Communications in India, by way of slump sale. The business transfer will be facilitated by way of additional infusion of funds by WE Communications in Avian. After the first tranche acquisition of Avian by WE Communications, the transaction value for subsequent tranches of acquisition of Avian would be dependent on certain key performance related parameters.
Other advisors to the transaction were Independent Law Chambers (acted as the legal counsel for the Sellers, Avian and Chase.); Felix Advisory (advised the Sellers on taxation aspects of the transaction) and Lastaki Advisors (advised the Sellers on business aspects of the transaction.)
The value of the deal is confidential.
The transaction documents were executed on25 March 2018 and closing shall take place shortly.
About Shardul Amarchand Mangaldas & Co
Shardul Amarchand Mangaldas & Co (SAM & Co), founded on almost a century of legal achievement, is one of India’s leading full-service law firms. The firm’s mission is to enable business by providing solutions as trusted advisers through excellence, responsiveness, innovation and collaboration. SAM & Co is known globally for its exceptional practices in mergers & acquisitions, private equity, competition law, insolvency & bankruptcy, dispute resolution, capital markets, banking & finance and projects & infrastructure.
The Firm has a pan-India presence and has been at the helm of major headline transactions and litigations in all sectors, besides advising major multinational corporates on their entry into the Indian market and their business strategy. Currently, the Firm has over 520 lawyers, including over 100 Partners, offering legal services through its offices at New Delhi, Mumbai, Gurugram, Ahmedabad, Kolkata, Bengaluru and Chennai.
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