The value of the promoter stake and open offer consideration for TCNS is ~ Rs. 1650 Crores for 51 per cent stake, making this one of the largest deals in the Indian fashion space.
Onkar
Speaking on the transaction,
Over the years, TCNS has evolved into a leading women's branded apparel company with a proven playbook of multiple brand creations and seamless execution across multiple channels.
Commenting on the acquisition, Ashish Dikshit, Managing Director, ABFRL said, "As young Indians identify a new-found confidence in their identities woven around Indian culture and heritage, the next set of leading consumer brands will be built in the Indian ethnic wear space. TCNS, through its brands W, Aurelia, Wishful & Elleven, is catering to the Indian women's fashion needs across markets and price points. Each of these brands have been built over a long period of time and enjoy tremendous consumer love. This transaction is the pivotal piece of our ethnic strategy and marks the culmination of our stated intent of building India's most comprehensive ethnic wear portfolio."
Anant Daga, Managing Director of TCNS said, "TCNS has been a pioneer in branded women's ethnic wear market in the country. Over the last 20 years, we have built India's most successful women's franchise on the back of our leading brands. The market continues to offer long-term growth opportunities and our partnership with ABFRL will help us fully realize this potential. ABFRL's proven brand-building capability, distribution strength and strong ecosystem of partners will help our brands into its next phase of growth and profitability."
Credit Suisse acted as the exclusive financial advisor and Shardul Amarchand Mangaldas & Co acted as the legal advisors for the transaction. Grant Thornton acted as an independent valuer for TCNS while ICICI Securities provided the Fairness Opinion to the Board of TCNS.
Transaction Structure
As part of the transaction, ABFRL will make a conditional open offer to acquire up to 29 per cent stake at Rs. 503 per share from public shareholders and acquire the remaining stake from the founder promoters to reach an overall shareholding of 51% in TCNS. Pursuant to the above, TCNS will be amalgamated with ABFRL under the merger scheme wherein public shareholders of TCNS (as on effective date) will receive 11 shares of ABFRL for every 6 shares that they hold in TCNS.
The transaction is subject to customary regulatory approvals including approvals from the Competition Commission of India, SEBI, Stock Exchanges, and National Company Law Tribunal.
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