Jitendra Virwani along with other promoter entities of NAM (Embassy Promoters) will become the new promoters of IBREL upon completion of the merger and Sameer Gehlaut along with existing IBREL promoter group entities shall initiate the process of reclassification as required.
Under the terms of the agreement, which has been unanimously approved by both Boards of Directors, IBREL’s shares are being valued at Rs92.5 per share, a 25.7% premium to today’s closing price.
The proposed merger will be achieved through a cashless scheme of amalgamation. As part of the combination, certain private equity shareholders of Indiabulls Properties Private Limited, 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, Indiabulls Real Estate said in the filing.
The merger and reclassification of the promoter shall be subject to the approval of respective creditors and shareholders and applicable regulatory authorities, including but not limited to CCI, stock exchanges, SEBI, NCLT(s) and completion of other agreements integral to the merger.
The merger is expected to be completed by Q2FY22.
The combined IBREL entity shall become one of India’s leading real estate development platforms, with 80.8 million square feet of launched and planned development potential. The combined entity shall benefit from a complementary pan-India presence across key markets including a significant presence in the commercial and residential market of Bengaluru. The merger shall provide diversification to IBREL shareholders towards a balanced mix of residential and commercial development with visibility on near term liquidity through sold receivables in excess of Rs4,220cr for the combined entity, the company added.
Shardul Amarchand Mangaldas & Co. acted as legal advisor to Embassy Group whilst J. Sagar Associates was legal advisor to IBREL. Allegro Capital Private Limited and IDFC Securities Ltd. acted as financial advisor to Embassy Group.
Jitendra Virwani, Chairman & Founder of the Embassy Group said, “This integration provides scale to our two organizations and allows the stakeholders to capitalize on the opportunity created by the market consolidation and dislocations. The transaction also offers growth to the listed entity by combining a portfolio of well-located commercial projects across Mumbai, NCR and Bangalore, which has seen the largest absorption in office space over the past five years. I am excited about the possibilities of what this new combined platform can deliver.”