OSF HealthCare, an Illinois hospital, begins merger talks

An independent hospital that has been providing healthcare to the community since the late 1800s is being investigated for possible merger with an Illinois health system.The Peoria, Illinois-based OSF Healthcare is considering combining with Katherine Shaw Bethea Hospital. On May 10, the two companies announced that they had signed a term sheet to begin exclusive talks about a possible merger. Known as KSB Hospital, it is located in Dixon, Illinois, a northern Illinois hamlet of roughly 15,000 people.The groups stated that they will work on a definitive agreement over the next few months, and they mentioned that regulators' approval is still needed for the deal.OSF Healthcare provides patient care in Illinois and Michigan through its 16 hospitals. In a statement, OSF Healthcare announced that it has promised to contribute $40 million to KSB Hospital in order to modernize the building and increase patient access. Additionally, according to OSF, it seeks to "create seamless referrals to subspecialties."According to the businesses, the merger will result in greater digital care alternatives and enhanced technologies.Like many other rural hospitals across the nation, KSB Hospital is experiencing financial difficulties, according to David Schreiner, president and chief executive officer of the facility. It is our duty to make sure that we are making plans for the future as health care continues to change. One of the main things our board considered, according to Schreiner in a statement, was the difficulty of operating a stand-alone rural hospital in the current financial climate. "OSF HealthCare has shown creative ways to transform health care for the benefit of all people they serve, and they share our deep commitment to caring for the health of rural communities."The CEO of OSF HealthCare, Robert Sehring, stated that KSB Hospital has been searching for the ideal partner."We hope that the employees of KSB feel reassured that the hospital will continue to serve the patients of the Sauk Valley communities well into the future," Sehring said in a statement. "We appreciate that the process of selecting a new partner has created some degree of uncertainty for them," she said. He promised to provide the Dixon area with "continuous quality and compassionate" treatment, and he expressed the system's excitement about welcome the physicians and staff of KSB Hospital. A local community advisory committee will be established to provide guidance to hospital administration in the event that the merger is approved, according to the groups.  

Analysts forecast a tumultuous market as the Sensex and Nifty trade sluggish and the VIX spikes.

Nifty, Sensex, and Stock Prices LIVE: Weak global cues caused the Indian benchmark indices, the Sensex and Nifty, to open the week down on Monday. In a tumultuous trading session, the BSE Sensex had down 196.30 points to 72,468.17 at 12.47 p.m., and the NSE Nifty had dropped 45.70 points to 22,009.50. Experts anticipate a tumultuous market, particularly in the mid- and small-cap categories, where foreign selling is expected to persist as a difficulty. The VIX, a measure of market anxiety, surpassed 18. Anand James, Chief Market Strategist at Geojit Financial Services, highlights the sharp spike in volatility expectations as he draws a comparison between the present VIX jump and the time leading up to the 2019 election. He speculates that the VIX would drop off, possibly ahead of the election results. Equities all aroundStock Market Today | Share Market Live Updates - Get all the latest information on the Indian stock markets, share prices, Sensex, Nifty, BSE, and NSE for May 13, 2024, right here. Current Stock Market: Bank Nifty forecast for May 13, 2024: Consider shorts if the index falls below a base. The Bank Nifty, which lost 3.1% of its value last week, appears to be continuing its negative trend this week. It began the session today at 47,390, down from Friday's close of 47,421.  

Wipro Infrastructure Engineering plans to purchase Mailhot Industries through its hydraulic division.

Mailhot claims that the partnership will enable it to expand its product offerings in North America and open up new foreign markets for its current items.A firm deal has been reached for Wipro Hydraulics, the Wipro Infrastructure Engineering subsidiary that produces hydraulic cylinders and components, to buy Mailhot Industries, a company located in Canada.As a firm in the Novacap portfolio, Mailhot Industries is subject to standard closing requirements, such as obtaining regulatory approvals. The company was founded in 1956 and specializes in the market for snow removal equipment and trash vehicles.JARP Industries, a division of Mailhot Industries, which specializes in custom hydraulic and remanufactured cylinders for the mining, oil and gas, utilities, and defense industries, is also included in the transaction."With this acquisition of Mailhot, we will expand to Canada, the US, and Mexico, as well as penetrate new segments like refuse trucks, snow removal equipment, defense, and remanufacturing in North America," stated Sitaram Ganeshan, President of Wipro Hydraulics. Additionally, it enables us to strengthen our positions in already-established markets like mining and utilities, better serving our clients.As per Mailhot, the partnership is expected to expand the company's product portfolio in North America and facilitate the entry of current products into new foreign markets. Additionally, it is anticipated to bolster Mailhot's dominance in North America and boost its position in the hydraulic cylinder industry globally. Over a million hydraulic cylinders are supplied to OEMs worldwide by Wipro Hydraulics, one of the biggest independent hydraulic cylinder manufacturers in the world, according to Pratik Kumar, CEO of Wipro Infrastructure Engineering (WIN) and Managing Director of Wipro Enterprises. This calculated action will bolster our leadership position in the North American market and enhance our capabilities.  

L&T considers acquisitions in the semiconductor industry

The business based in Mumbai has committed ₹850 crore to establish L&T Semiconductor Technologies as a completely owned subsidiary.To expand its recently established semiconductor business, Larsen & Toubro (L&T) intends to search for acquisition companies that already have a clientele of chip designers.According to businessline, R Shankar Raman, who was promoted to the position of President, Whole-time Director, and Chief Financial Officer at Larsen & Toubro, these acquisitions are intended to generate business rather than technology. "We might consider purchasing companies that are currently engaged in particular chip design projects. Since doing so would limit us to a specific set of technologies and markets, we are not searching for technology partners, Raman stated.The firm based in Mumbai has committed ₹850 crore to establish L&T Semiconductor Technologies, a wholly owned subsidiary.According to Raman, L&T is now putting up a team for the new venture. "We are into chip design, but we won't go into manufacturing, fab foundries, or test packaging. We wish to stay impartial on technology. We wish to serve the automotive, energy, communication, and broader industrial applications," stated Raman. In addition, the business is actively assembling its staff in foreign markets in preparation for the expansion of its semiconductor division."We are trying to find groups that can start working with product and original equipment makers and develop the chips. In the USA, Europe, and Japan, the team responsible for business development and marketing is being established. In addition to India, these are the bigger markets that will place orders with us," he stated.government assistance Although the government has up ₹6,903 crore for semiconductors in its interim budget, Larsen & Toubro (L&T) would want a subsidy if it is expanded to include designing. "We will apply for the government subsidy if it is expanded to chip design. The overall economics makes the product more competitive, and we could scale up faster utilizing the subsidies, he continued, even though we have a healthy balance sheet and in some sense do not need to rely on them. There are three components to the semiconductor ecosystem. creating, producing, and evaluating. India's aspirations in the semiconductor industry are gaining momentum as a number of corporations announce significant investments. The location of a semiconductor fabrication unit has been announced by the Tata group. Macron, a US-based company, has also disclosed funding for semiconductor testing. By the time  

Veeda Clinical Research acquires European CRO

Veeda Clinical Research Limited, a full-service contract research organization (CRO) on Tuesday announced that it has acquired Heads, a privately held European CRO, which specialises in conducting clinical trials in oncology.  Through this acquisition, Veeda entered the league of global CROs with integrated capabilities to extend contract research services from discovery to clinical development, extending to post commercial launch, the Ahmedabad-based company stated in an official release. Established in 2010, Heads has operational presence in 25 multiple strategically important locations across Europe, North America and Asia Pacific region. Sharing details related to common synergies between Veeda and Heads, Dr Mahesh Bhalgat, Group – CEO of Veeda Clinical Research, stated, “With the growing emphasis on global clinical trials, this acquisition now positions Veeda to offer access to a very diverse population for conducting large scale multi-geography trials efficiently. Both organisations are focused towards driving equitable access to trials and fostering the development of innovative treatments worldwide. The acquisition brings together a unique team of scientists and researchers, having deep therapeutic area expertise in Oncology research. This equips Veeda to build long and enduring site relationships across geographies.” “The acquisition provides Heads a strong operational platform and an opportunity to expand its expertise and capabilities to the Indian and South-East Asian markets. India’s diverse demographic profile provides a unique opportunity to conduct clinical trials, especially in therapeutic areas including oncology, diabetes, hypertension, infectious diseases, and special diseases,” the company stated. With this acquisition, Veeda’s global pharmaceutical and biotech clients can now leverage the unique and unparalleled suite of early to late-phase CRO services across Europe, US, and Asia Pacific, it added. Dr. George Kouvatseas, Partner, Heads. “During the integration phase, Heads will continue to offer uninterrupted support to client programs. The Veeda and Heads organisation together are committed to nimble operations through a structured integration process without impact to ongoing client programs.”  

Tech Mahindra to consolidate two US-based subsidiaries

Born Group, Inc., a step-down subsidiary of Tech Mahindra Ltd (TML), will merge with Tech Mahindra (Americas) Inc., a subsidiary of TML, with the appointed date of the merger plan being April 1, 2024.The plan of merger of Born Group, Inc. (BORN) with parent Tech Mahindra (Americas) Inc. (TMA) was approved at their respective board meetings held on March 22, TML said in a regulatory filing. “The business of both (US-based) entities, BORN (transferor) and TMA (transferee), are complimentary hence consolidation will result in synergy of business operations, optimise operational costs and reduce compliance risk,” according to the filing. BORN specialises in providing brand strategy, visual design and brand identity exploration for digital products, mobile apps, and physical products in the US.TMA provides computer consulting, programming support services and IT management and consulting services. “Both the transferor and transferee companies are wholly-owned subsidiaries and, hence, there will be no cash consideration or issue of new shares involved under the plan of merger. The investment of TMA in BORN will get cancelled on the merger becoming effective. “The merger is subject to regulatory approvals in the country of incorporation. The appointed date of the plan of merger is April 1, 2024,” TML said.  

Lululemon Stock Plunges 11% on Disappointing Outlook—Key Price Level to Watch

Shares in Lululemon Athletica (LULU) plunged 11% in after-hours trading Thursday after the activewear maker provided an outlook that fell short of Wall Street expectations amid softness in its Americas business.The Vancouver, British Columbia-based retailer sees current-quarter revenue ranging between $2.175 billion and $2.20 billion, indicating top-line growth of 9% to 10%. By comparison, analysts had expected sales of $2.25 billion. The company anticipates diluted earnings per share (EPS) for the period of $2.35 to $2.40, with the upper band of that guidance coming in below the $2.55 consensus view. For the full year, Lululemon guided sales of between $10.7 billion and $10.8 billion compared to analysts' estimates at $10.9 billion. Meanwhile, it projects midpoint diluted annual EPS of $14.10, falling short of the $14.13 a share Street expectation. International sales in the quarter jumped 54% driven by growth in China. That helped offset stagnating sales in the Americas, which were up 9% from year earlier but down on the 29% growth reported in last year's equivalent quarter, raising concerns that inflationary pressures on essential items are wearing down consumer discretionary spending. “As you’ve heard from others in our industry, there has been a shift in the U.S. consumer behavior of late and we’re navigating what has been a slower start to the year in this market,” CEO Calvin McDonald said on the company’s earnings call. He also noted that a lack of sizing and color options had led to lower traffic and conversions in the U.S. market. Since a bullish golden cross formed on the Lululemon chart in early April last year, the price has continued to trend mostly higher. Amid an earnings-driven sell-off, investors should monitor an uptrend line that sits in close proximity to the 200-day moving average as a potential support area, currently around $431. A failure to hold this key level could lead to a decline to longer-term support near $389. Lululemon shares fell 11.1% to $425.77 in after-hours trading, hitting their lowest level since last November.    

Why the Department of Justice Is Suing Apple

The Department of Justice (DOJ) filed a lawsuit against Apple (AAPL) Thursday, alleging the tech giant violated antitrust laws and stifled competition with a monopoly over the smartphone market in the U.S.The DOJ and 16 state and district attorneys general filed the lawsuit in New Jersey federal court Thursday, claiming Apple has harmed American consumers and developers by limiting competition and software development for the iPhone, and also making consumers spend more money on Apple products through a number of anticompetitive tactics. "Apple has maintained monopoly power in the smartphone market not simply by staying ahead of the competition on the merits, but by violating federal antitrust law," Attorney General Merrick Garland said at a Thursday press conference. "We allege that Apple has employed a strategy that relies on exclusionary, anticompetitive conduct that hurts both consumers and developers.The DOJ alleged that among the ways Apple stifled competition, Apple exerted control over how apps can interact with Apple's software and often made it more difficult or costly for users to switch away from iPhones or use a non-Apple smartwatch with an iPhone. Garland said Apple intentionally degraded the quality of features like messaging with non-Apple products and other apps to give users the impression that Apple products are superior. The suit also cited the Apple Wallet, which Garland said unnecessarily inserts Apple into a transaction where a digital wallet could be created directly between a user and a credit card issuer, which presents security and privacy risks. In the App Store, using Google to search on an Apple device, and through fees on tap-to-pay transactions, the DOJ said Apple repeatedly earns money through licensing and other fees on content or services it had no part in creating. Small companies and app developers rely on access to iPhone users to make money, allowing Apple to take a large percentage of each transaction. "Apple’s smartphone business model, at its core, is one that invites as many participants, including iPhone users and third-party developers, to join its platform as possible while using contractual terms to force these participants to pay substantial fees," the complaint states. "At the same time, Apple restricts its platform participants’ ability to negotiate or compete down its fees through alternative app stores, in-app payment processors, and more." Simply having a popular product and gaining monopoly control on merit does not violate antitrust laws, Garland said, but that if a company acts to stifle competition in order to gain or keep monopoly power, the DOJ will "vigorously enforce" antitrust law to protect consumers. He noted Apple is estimated to control over 70% of the performance smartphone market in the U.S. The complaint also noted that a similar antitrust suit helped Apple thrive in the early 2000s, when the DOJ successfully sued Microsoft (MSFT), allowing companies like Apple to offer platforms like iTunes on Windows PCs. The suit against Apple joins others from the DOJ, a number of state attorneys general, and the Federal Trade Commission against other tech giants like Amazon (AMZN), Google (GOOGL), and Meta (META). Many of those same companies have also come under regulatory scrutiny from the European Union in recent months on a number of issues.  

Blue Pebble IPO: Heres date, price band, size and other key details

Interior design and environmental branding solutions provider Blue Pebble is all set to launch its initial public offerings (IPO) on March 26 and will close on March 28, with plans to raise ₹18.14 crores through the issuance of 10.80 lakh new shares.The company has established a price band of ₹159 to ₹168 per share for its upcoming small and medium enterprise (SME) IPO. The shares of Blue Pebble IPO is proposed to be listed on the NSE Emerge, with a projected listing date of Wednesday, April 3, 2024. The issue proceeds will be utilized in Funding Capital Expenditure towards the installation of additional machinery, to meet working capital requirements and general corporate purposes. Hem Securities Limited is the book running lead manager of the Blue Pebble IPO, while Bigshare Services Pvt Ltd is the registrar for the issue. On Monday, April 1, 2024, the shares for the Blue Pebble IPO are anticipated to be allotted, and on Thursday, Tuesday, April 2, 2024, the shares will be credited to the demat account of the allottees. The IPO comprises 50% of the net issue for QIB, 35% for retail investors and 15% of the net issue for the NII segment. Retail investors must invest at least ₹1.344 lakh, based on the minimum lot size of 800 shares per application. Meanwhile, High Net Worth Individuals (HNIs) are required to bid for a minimum of two lots, totaling 1600 shares, which equates to an investment of ₹2.688 lakh at the upper price band.Blue Pebble Limited offers comprehensive services encompassing conceptualization, design, printing, furnishing, and installation of vinyl graphics, signage, and a diverse range of furnishing products. These products span from 3D walls, frost/clear glass films, artifacts, wall panels, murals to sculptures tailored for both corporate interiors and external workplace environments. The company's expertise extends to themed designs, large format printing, vinyl printing, fabric printing, canvas printing, signage fabrication, and the installation of 3D art.  

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Govt proposes exempting certain M&A deals from CCI approval requirement

Vaibhav Choukse, Partner & Head - Competition Law at JSA Advocates & Solicitors, said the draft rules enlist certain kinds of M&A (Merger & Acquisition) transactions which will not require approval from the CCI.The government has proposed exempting intra-group transactions and certain other mergers and acquisitions from the requirement of Competition Commission approval, a move that is likely to help in reducing the regulatory burden on the watchdog. Draft rules to exempt certain categories of combinations from the Competition Commission of India (CCI) approval requirement have been issued by the corporate affairs ministry.These include intra-group transactions, certain types of minority and creeping acquisitions, and rights issue as they will not have an impact on the competition in the market, he added. According to him, the rules will replace and modify the existing categories of M&A transactions that are exempt. The rules also modify the affiliate test required to map overlaps between the parties to the M&A transaction. "This will reduce regulatory burden of the CCI as well as provide a big relief to the parties involved in M&As," he added. In September, draft combination regulations were published for public comment but at that time, it did not mention about exempted categories of transaction. Meanwhile, the ministry has also issued draft rules in relation to green channel approvals and 'De Minimis' provisions.  

Centre moots new exemptions framework for M&A deal reporting to CCI

In what is seen as a huge relief for the industry, the Centre proposes to exempt reporting certain notifiable M&A transactions to the Competition Commission of India (CCI). This is expected to reduce the industry’s compliance burden and facilitate ease of doing business. A draft of the Competition Commission of India (exempted combination) Rules 2024 has been issued by the Corporate Affairs Ministry (MCA). Public comments have been invited on the draft Rules by April 10. Commenting on the draft,   Samir Gandhi, Co-founder & Partner, Axiom5Law Chambers said the draft Rules provide a useful framework for evaluating whether certain transactions are exempt from notification to the CCI. “Past practice and interpretations had resulted in some ambiguity in the availability of these exemptions, and the proposed draft exemptions are a step in the right direction to introduce an element of predictability and reduce uncertainty”, Gandhi said.Vaibhav Choukse, Partner & Head - Competition Law, JSA Advocates  & Solicitors, said the draft rules enlist certain kinds of M&A transactions which will not require approval from the Competition Commission of India, including intra-group transactions, certain types of minority and creeping acquisitions, and rights issue as these will not have an impact on the competition in the market. “The rules will replace and modify the existing categories of M&A transactions that are exempt. The rules also modify the affiliate test required to map overlaps between the parties to the M&A transaction”, he added.  

IndusInd International says impossible to complete RCap acquisition in FY24

IndusInd International Holdings (IIHL), a Hinduja Group company and the successful resolution applicant for acquisition of Reliance Capital, has said that it will be unable to complete the resolution process in FY24.While IIHL had in December 2023 said it would aim to implement the resolution plan by March 31, 2024, delays in getting the approval from NCLT and other judicial proceedings have now made it impossible to meet this deadline. “You are cognizant of the fact that implementation of the Resolution Plan in totality, especially of the size and scale of Reliance Capital Limited in less than one month and 10 days (from the date of NCLT order), in not only untenable and impractical, but unimaginable. We are sure that you and all the members of the CoC are fully cognizant of this fact,” the company said in a letter to RCap’s administrator on March 12. It also highlighed the fact that despite this being communicated to the CoC (committee of creditors) on several occasions, the agenda for the second meeting of the Monitoring Committee on March 11 had still listed “implementation of the Resolution Plan by March 31” as an agenda item. “The CoC had asked IIHL if they can complete the acquisition by March 31 and make the payment by May 28, 2024 as per the 90-day timeline. However, they have said it will not be possible in FY24 but they should be able to complete it by May,” a source told businessline. IIHL added that it remains committed to implementing the resolution plan in accordance with the NCLT order dated February 27, and within the stipulated timeline. “We therefore once again reiterate that all stakeholders including yourself work jointly and expeditiously in obtaining the approvals remaining from authorities including the IRDAI such that the resolution plan can be implemented at the earliest within the desired time frame,” the letter said.IndusInd International also alleged that despite deciding to circulate the detailed agenda for each upcoming meeting well in advance and no later than 48 hours prior to the meeting, the monitoring committee furnished the information sought and the documents requested “in piece meal and at the last moment”.  “This approach is only adding to the delay in implementation of the Resolution Plan and for which we, at IIHL cannot be held responsible,” it said.  

Ferrovial arm Cintra to acquire 24% stake in IRB Infra Invit from GIC

The Singaporean investment fund GIC and its affiliates will sell nearly half of their 49 per cent stake in IRB Infrastructure Trust to Cintra, a subsidiary of the Spanish infrastructure giant Ferrovial, according to a statement by IRB Infrastructure Developers (IRB Infra) on Thursday. Cintra, a subsidiary of Ferrovial, has entered into definitive documents to acquire 24 per cent from GIC affiliates in IRB Infrastructure Trust as well as a 24 per cent stake in MMK Toll Road, which is the investment manager of the trust. Completion of the acquisition is subject to the fulfilment of conditions precedent, including receipt of requisite regulatory and third-party approvals,” IRB Infra said. The trust is an infrastructure investment trust (Invit), a special investment vehicle in which IRB Infra holds a 51 per cent stake, and affiliates of GIC hold 49 per cent equity.According to a senior executive and spokesperson for IRB Infra, the deal was planned several months ago. As of March 31, 2023, the trust had assets valued at Rs 18,900 crore, of which Cintra’s eventual stake of 24 per cent would translate into a deal size of Rs 4,600 crore. Since the Invit has added five more assets to its portfolio, an additional amount to the tune of Rs 2,000 crore has been included in the deal, taking the total to approximately Rs 6,590 crore, the executive told Business Standard. “Alongside Cintra and IRB, a leader in Indian road infrastructure, we look forward to our trust developing a greater network of roads and enhancing infrastructure in India. As a long-term global investor, GIC has been investing in India since the 1990s. India remains a key market given its strong economic fundamentals and infrastructure development potential,” a senior executive of GIC was quoted as saying by IRB Infra. The deal is reportedly expected to be completed by the end of April.According to IRB Infra’s exchange filing, 24 per cent of the invested equity in five additional assets amounts to Rs 1,200 crore, along with Rs 860 crore of outstanding equity commitments for projects under development or financial closure.  

Global deal volume falls by 29% in January-February

The sluggishness in the funding environment continues. The number of funding deals across the world fell by a third in the first two months of this calendar year. There are only a few regions that have bucked the trend.Meanwhile, the US reported a fall of 33.8 per cent., followed by the UK at 21.4 per cent., China at 23 per cent and India at 13 per cent. “A total of 6,705 deals, which include mergers and acquisitions, private equity, and venture financing deals, were announced globally during January-February 2024. This reflects a fall of 29 per cent when you compare with 9,465 deals reported in the same period last year,” GlobalData, a data and analytics company, has said.“This year so far seems to be no different from the previous year as deal activity remains sluggish. Deal activity shrank in 2023 compared to 2022, and the declining trend has been continuing in 2024 as well. All the regions and most of the key markets also followed the same trend,” Aurojyoti Bose, Lead Analyst at GlobalData, said. All the deal types under coverage witnessed a year-on-year decline in volumes during January-February 2024.“The number of mergers and acquisitions deals declined by 23.8 per cent during January-February 2024 compared to January-February 2023, whereas the volume of private equity deals and venture financing deals fell by 36.1 per cent and 36.5 per cent YoY, respectively,” he said. South and Central America reported the highest percentage of decline (43.3 per cent) in the number of deals. North America, which continues to top the chart in terms of deal volume, stood second with a fall of 34.4 per cent. While Europe reported a fall of 28.6 per cent in the number of deals reported during the two months, Asia-Pacific registered a drop of 19.6 per cent MEA (Middle East and Africa) 33.1 per cent and South and Central America registered a decline of 43.3 per cent in the number of deals during the period under study.  

OneVerse continues acquisition trail, acquires Calling Station, Batball11

Metaverse and gaming technology company OneVerse online poker platform Calling Station and fantasy sports platform BatBall11. The company did not diclose the deal value.This adds to the portfolio of gaming companies it has acquired recently, an online game development studio Spartan Poker for an undisclosed amount. The acquisitions are a part of OneVerse’s ongoing M&A strategy to solidify its position in the gaming market and advance its goal of becoming India’s leading gaming entity, recent macroeconomic challenges have presented favourable conditions for M&A efforts. The company is looking to close a few more acquisitions in the next three months, as a part of a larger strategy. “They are both very efficient companies when it comes to unit economics and are in a high growth trajectory phase. We are very impressed with the execution capabilities of the leadership at Batball11 and Calling Station. They have achieved substantial growth with very minimal capital infusion. We believe that they bring a valuable synergy to our gaming portfolio not just in terms of business value but the operating efficiency of their teams which is crucial for the next phase of growth,” said OneVerse’s CEO E. Paul Micheal. The company is looking at investing an additional ₹250 crore across its portfolio of planned investments which is expected to triple growth within one year, he added. Both the latest acquired companies have a combined user base of 1.4 million. This comes at a time when the real money gaming companies are impacted by the 28 per cent GST levied on the full value of bets placed in online games. This has led to some companies such as --Hike, Mobile Premier League (MPL) to lay off employees, while others such as Fantok have temporarily shut down operations.  

Aditya Birla Finance to merge with parent in 12 months

The board of Aditya Birla Capital on Monday announced the merger of wholly-owned subsidiary Aditya Birla Finance with itself to create a large unified operating NBFC, with the merger expected to be completed in 9-12 months. The merger is being proposed to consolidate the business and number of entities, rationalise and simplify the Group structure, improve financial stability, pool the knowledge and expertise of both parties, align their business plans, enhance stakeholder value, increase operational efficiency, the company notified the exchanges. “Our financial services business has scaled smartly to emerge as a core growth engine for the Aditya Birla Group. The proposed amalgamation will create a strong capital base for Aditya Birla Capital to grow its business,” said Kumar Mangalam Birla, Chairman, Aditya Birla Group.The plan for amalgamation is also in-line with RBI’s scale-based regulations, which required Aditya Birla Finance to be listed by September 30, 2025. The amalgamation is subject to regulatory and other approvals from NCLT, RBI, stock exchanges, SEBI, shareholders and creditors. Aditya Birla Capital is a listed systemically important non-deposit taking core investment company (NBFC-CIC), and has been classified as a Middle Layer NBFC (NBFC-ML) under the Scale-Based Regulations. Aditya Birla Finance is a non-deposit taking systemically important NBFC (NBFC-ICC), classified as an Upper Layer NBFC (NBFC-UL). It offers end-to-end lending, financing and distribution of financial products, including mutual funds and insurance. The merged entity, on pro forma basis, is expected to have lending assets worth Rs 1.1 lakh crore and its CRAR is expected to improve by 150 bps.Post amalgamation, Aditya Birla Capital will get converted from a holding company to an operating NBFC. It’s equity investment in Aditya Birla Finance will be cancelled. There will no change in the shareholding, management and control of the parent company, which will continue to hold existing investments in subsidiaries and associates. “This will create a unified large entity with greater financial strength and flexibility enabling direct access to capital. This will also help the Company to maximise opportunities by efficient utilisation and allocation of capital,” it said adding that the proposed amalgamation is tax neutral for both entities.The proposed merger will also enable operational synergies and lead to expansion and long-term sustainable growth through seamless implementation of policy changes and reduction in the multiplicity of legal and regulatory compliances. The merged entity will be engaged into the lending business (NBFC business of Aditya Birla Finance and housing finance business through its subsidiary), and various non-lending financial services and ancillary businesses, directly and indirectly, through subsidiaries and associates. Other than Aditya Birla Finance, Aditya Birla Capital’s subsidiaries include wholly-owned arms Aditya Birla Housing Finance and Aditya Birla ARC. Aditya Birla Sun Life Insurance, Aditya Birla Health Insurance, Aditya Birla AMC and Aditya Birla Insurance Brokers are subsidiaries where the company has 46-51 per cent shareholding, and Aditya Birla Money where it hold 74 per cent stake. “At Aditya Birla Capital, we follow a ‘One ABC, One P&L’ approach and are committed to drive quality and profitable growth by harnessing the power of data, digital and technology,” said Aditya Birla Capital CEO Vishakha Mulye, adding that the merger will also help the NBFC serve its customers better. Following the merger, Mulye will assume the role of MD and CEO, and Aditya Birla Finance CEO Rakesh Singh will be appointed Executive Director and CEO (NBFC). As of December 2023, Aditya Birla Capital had an aggregate AUM of Rs. 4.1 lakh crore and a lending AUM of Rs 1.15 lakh crore. Gross written premium under the life and health insurance business was Rs 13,500 crore.  

Three years after JSW Steel-BPSL deal, uncertainty still looms large

Nearly three years after the acquisition of Bhushan Power and Steel (BPSL) by JSW Steel, uncertainty still looms over complete transfer of asset on a clean slate as assured under Insolvency and Bankruptcy Code (IBC).The National Company Law Tribunal (NCLT) approved the ₹19,350-crore bid of JSW Steel in September 2019. However, the Enforcement Directorate had issued a provisional order of attachment of BPSL’s assets in October 2019 and objected to the applicability of Section 32A of the insolvency law to the JSW-BPSL deal. Section 32A of IBC provides immunity to Corporate Debtor for the offence committed prior to insolvency proceedings.However, NCLAT gave its final approval, including the immunity sought by JSW Steel against the investigation being carried against BPSL’s erstwhile promoters, in February 2020. The ED and BPSL’s erstwhile promoters moved the Supreme Court against NCLAT order. Accepting the petitions, the Apex Court allowed the lenders to implement the approved resolution plan with a condition that the assets will be transferred back to the lenders if the verdict goes against them. In March 2021, JSW Steel paid ₹19,350 crore and took control of the asset. Despite the looming uncertainty, BPSL has registered a net profit of ₹260 crore on a turnover of ₹5,030 crore in the December quarter.A JSW Group spokesperson said the company implemented the resolution plan in line with the terms of the approved resolution plan and has taken over control of BPSL and there is no legal impediment as on date. Given the favourable judgment by the NCLAT and certain other judgments of the Supreme Court, JSW Steel firmly believes that it has a good case on merits, he added. Durgesh Khanapurkar, Partner, Desai & Diwanji, said one can never rule out the risk of litigation especially in circumstances where laws are continuously evolving. In the BPSL case, he said the NCLT, NCLAT and the Supreme Court have acted swiftly in protecting the interests of the resolution applicant (JSW Steel) and have ensured that the plan is implemented. Further, even the legislature has introduced Section 32A of the IBC in an attempt to provide assets on a clean slate to resolution applicants, he added. Jayesh H, Co-founder, Juris Corp Advocates and Solicitors, said the Law enacted by the Parliament required admission or disposal within specified timelines, but the Supreme Court held this as discretionary and not mandatory. “This was the beginning of the slippery slope which got further worsened by the sanctity of the bidding process not being respected by the Committee of Creditors and the SC by allowing new bidders at a late stage and allowing a losing bidder to revise the bid after the winning bid being discovered as per the bidding process,” he added. Nakul Sachdeva, Partner, Luthra and Luthra Law Offices India, said though delays on account of attachments by various authorities including the ED deters the Resolution Process of a company, the legislature has been proactive in bringing about amendments to overcome such hurdles.  

Smith (DS) PLC Had a Continued Resilient Performance

DS Smith said that trading has been resilient in a challenging market and that its performance for the rest of the year is in line with management expectations. The London-listed packaging company said Wednesday that like-for-like corrugated box volume performance for the period since Nov. 1 has continued to improve compared with the first half of the fiscal year, with flat like-for-like volumes. North America and Eastern Europe saw good growth in the quarter, offset by a weaker performance in Northern Europe, DS Smith said. It added that focus remains on resilient pricing, operational efficiency and tight cost control with anticipated containerboard price increases expected to be reflected in ongoing packaging prices. The company didn't provide any update on the Mondi takeover approach. On Feb. 8 DS Smith said that it had received a highly preliminary expression of interest from larger peer Mondi over a possible offer, but that no proposal had been received at that stage. Mondi subsequently confirmed that it was considering an all-share merger with DS Smith. Any deal would create a company worth 10.525 billion pounds ($13.37 billion) based on each company's current market values. Mondi has until March 7 to either make a formal offer or walk away under U.K. Takeover Panel rules.