Renew EXIM DMCC, a subsidiary of the Adani Group, is acquiring a 46.64% stake in ITD Cementation India Limited from Italian-Thai Development Public Company for approximately ₹5,757.9 crore. This acquisition represents a significant move for the Adani Group in strengthening its presence in the infrastructure sector.
Cyril Amarchand Mangaldas (CAM) and Khaitan & Co. advised on the transaction, with CAM representing Renew EXIM DMCC and Khaitan & Co. advising the selling shareholder, Italian-Thai Development Public Company.
CAM’s Role in the Transaction
CAM provided comprehensive legal support to Renew EXIM DMCC, advising on acquiring 8,01,13,180 equity shares, which constitute 46.64% of ITD Cementation’s share capital. The firm handled due diligence on ITD Cementation, reviewed, negotiated, and finalized the transaction documents, and supported Renew EXIM with the necessary filings, including the open offer documentation to comply with Securities and Exchange Board of India (SEBI) regulations governing substantial acquisitions and takeovers.
Partners led the legal team from CAM Anchal Dhir and Ravi Shah, with substantial support from Principal Associate Arnav Shah and Associates Neeti Amin and Swini Khara. The due diligence process was overseen by Ravi Shah, with the backing of Avani Dalal, Neeti Amin, and Vidhi Shah. Partner Avaantika Kakkar managed the competition law aspects, assisted by Partner Vijay Pratap Singh Chauhan and Associates Rajat Sharma, Ananya Mahant, Jaibir Bindra, and Parth Mishra.
Financing-related aspects of the transaction were handled by Partner Abhishek Sridhar, with assistance from Associates Hrishikesh Bhise and Aadit Jogani. At the same time, Partner Monark Gahlot, alongside Associates Priyal Shah and Deepanshu Agarwal, advised on the litigation-related aspects of the deal.
Khaitan & Co.’s Role
Khaitan & Co. counselled Italian-Thai Development Public Company Limited on the sale. The core team at Khaitan was led by Partner Abhishek Dadoo, with support from Principal Associates Anvita Mishra and Tanima Tandon, Senior Associate Aayush Agarwal, and Associates Gaurang Mansinghka and Krithika Kataria. Partners Bharat Anand and Aditya Patni provided strategic advice on the transaction.
For competition law aspects, Partner Pranjal Prateek and Senior Associate Armaan Gupta advised the selling shareholder, while Counsel Gaurav Malhotra assisted with securities law matters. Banking-related matters were advised by Partner Dr Siddharth Srivastava, Counsel Henna Vadhera, and Senior Associate Yash Patel. Partner Ritu Shaktawat and Principal Associate Bharat Jain handled tax-related issues.
Deal Structure and Conditions
The acquisition is formalized through a Share Purchase Agreement (SPA), which outlines 8,01,13,180 equity shares, representing 46.64% of ITD Cementation’s share capital. The completion of the transaction is subject to the fulfilment of certain conditions precedent, including obtaining the requisite statutory approvals.
Upon execution of the SPA, Renew EXIM DMCC must launch an open offer to acquire additional shares from ITD Cementation’s public shareholders, per SEBI’s guidelines on substantial acquisitions and takeovers. This move aims to ensure compliance with the takeover regulations and allow other shareholders to participate in the acquisition.
This strategic acquisition by the Adani Group is part of its broader plans to expand its footprint in the infrastructure and construction sectors. It will likely strengthen ITD Cementation’s position in the market under new ownership.
