INDIA Law and Practice Contributed by: Anand Lakra, Shivpriya Nanda, Zain Pandit and Ami Shah, JSA Advocates & Solicitors
Negotiations for such commitments are usually undertaken during the definitive document stage and such restrictions form part of the definitive documents.
certain cases), and the intention of the promot - ers to participate in the offer. Such information is readily available to the public. CCI Notification Form The CCI notification form typically includes: • the consolidated asset value and turnover of the parties; • details of the proposed transaction (along with the underlying transaction documents); • the rights acquired by the acquirer; • timelines; • the consideration; • details of the respective groups of the acquir - er and the target and their business activities; • overlaps between the activities of the parties (including their affiliates); • market shares of the parties; • top five competitors in the relevant markets; and • details of top five customers and suppliers. 7.3 Producing Financial Statements While for unlisted companies, there is no legal requirement to produce financial statements, in the case of an acquisition of listed entities, let - ters of offer or detailed public statements are required to contain certain financial disclosures regarding the acquirer. Such disclosures include the total revenue, turnover, net profit, balance sheets and profit and loss accounts, and have to be audited in accordance with the laws of their home jurisdiction. 7.4 Transaction Documents While regulators may seek transaction docu - ments from the parties for their perusal, such documents are not required to be disclosed at large in full in so far as unlisted or privately-held companies are concerned. In so far as the acqui - sition of listed companies is concerned, the
7. Disclosure 7.1 Making a Bid Public
For listed companies, in accordance with the Takeover Regulations, a public announcement regarding the open offer is required to be made at the time when the acquirer agrees to acquire the shares of the target company beyond the specified thresholds. Such announcement is usually made at the time of execution of the binding documents. The public announcement contains brief details regarding the offer price, the offer size, the details of the acquirer and the underlying transaction. For unlisted companies, there is no requirement to make the bid public. 7.2 Type of Disclosure Required For the issuance of shares by an unlisted entity, while there are no disclosures required to be made in the public domain, the company is required to provide an offer letter to the prospec - tive investors which, inter-alia, contains details of the company, risk factors pertaining to the company, any defaults/litigations regarding the company, offer size, offer price and interest of directors. While the offer letter may not be in the public domain, the details of the special resolu - tion passed by the shareholders of the company and the list of allottees are available on the pub - lic register maintained by the MCA. In so far as listed entities are concerned, at the time of seeking shareholder approval, the com - panies are required to inter-alia disclose the objects of the issue, the details of the investors and its ultimate beneficial owners (exempt in
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