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        Corp. Laws / SEBI / IBC

        Adani Group gets CCI clearance to acquire majority stake in ITD Cementation

        January 28, 2025

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        New Delhi, Jan 28 (PTI) The Competition Commission of India on Tuesday approved Adani Group's arm Renew Exim DMCC's proposal to acquire a majority stake in ITD Cementation India for about Rs 5,757 crore.

        ITD Cementation India Ltd is an engineering and construction company undertaking heavy civil, infrastructure and engineering, procurement and construction (EPC) business and operating in India and overseas.

        "The proposed combination involves the acquisition by Renew Exim DMCC (acquirer) of approximately 46.64 per cent equivalent to 8,01,13,180 shares of the total issued and voting equity share capital of the ITD Cementation India Ltd (target)," the Competition Commission of India (CCI) said in a release.

        Renew Exim DMCC is incorporated in Dubai, United Arab Emirates, and belongs to the Adani group. It is a holding company engaged in the business of investment in commercial enterprises and management and does not have any operations in India.

        Pursuant to the Sebi's SAST (Substantial Acquisition of Shares and Takeovers) Regulations, Renew Exim DMCC has launched an open offer for further acquisition of up to 4,46,64,772 fully paid-up equity shares having a face value of Re 1 each, representing approximately 26 per cent of the voting share capital of the ITD Cementation India, the regulator added.

        In total, Renew Exim DMCC will acquire a 72.64 stake in ITD Cementation India.

        In October 2024, Renew Exim DMCC announced it had entered into an agreement to acquire a 46.64 per cent stake in ITD Cementation India from its promoters for Rs 3,204 crore.

        The acquisition also comes with an open offer by Renew Exim to acquire an additional 26 per cent stake in an engineering and construction firm from public shareholders for Rs 2,553 crore, if fully subscribed.

        The Adani Group expanded its cement business rapidly through a series of acquisitions. In 2022, it acquired Holcim's Indian assets, which made the conglomerate the country's second-largest cement producer.

        In June 2024, Adani announced the acquisition of Hyderabad-based Penna Cement at an enterprise value of Rs 10,422 crore.

        Thereafter, the country’s second-largest cement manufacturer in October announced that it would acquire CK Birla group firm Orient Cement at a valuation of Rs 8,100 crore as part of its expansion drive.

        The group's expansion in the industry sparked fierce competition with billionaire Kumar Mangalam Birla, whose UltraTech Cement is the market leader with an annual production capacity of more than 150 million tonnes. PTI HG HG BAL BAL

        Competition clearance for foreign acquirer approved; open offer required under SAST to consolidate control in infrastructure sector. The CCI approved Renew Exim DMCC's acquisition of approximately 46.64% of ITD Cementation India and noted a concurrent SEBI SAST open offer for up to 26% from public shareholders, resulting in an aggregate control position of about 72.64%; the transaction combines a promoter share purchase and a mandated open offer, and involves a Dubai incorporated holding company without Indian operations acquiring an engineering and EPC firm.
                          Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
                            Provisions expressly mentioned in the judgment/order text.

                                Competition clearance for foreign acquirer approved; open offer required under SAST to consolidate control in infrastructure sector.

                                The CCI approved Renew Exim DMCC's acquisition of approximately 46.64% of ITD Cementation India and noted a concurrent SEBI SAST open offer for up to 26% from public shareholders, resulting in an aggregate control position of about 72.64%; the transaction combines a promoter share purchase and a mandated open offer, and involves a Dubai incorporated holding company without Indian operations acquiring an engineering and EPC firm.





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