Mergers and Acquisitions (M&A)

M&A Secret Sauce under Takeover Code

Dec 31, 2023

Regulation 5A of Takeover Code provides for a combined takeover and delisting of an Indian company whose shares are listed on a stock exchange. Such transactions involve unique requirements and considerations, but also provide a powerful weapon in the hands of acquirers to fundamentally alter the corporate nature of the target in a short time period. Regulation 5A of the Takeover Code enables an acquirer to make an open offer for acquiring shares or voting rights or control of a listed target company and seek delisting of the target company by making a ‘delisting offer’.

In this podcast, our M&A Practice Leaders – Ratnadeep Roychowdhury and Yogesh Nayak discuss how the said provision has evolved into its existing avatar – we also analyse Blackstone’s offer for acquiring R Systems, which is the first attempt at delisting a listed public limited company through a composite tender offer (i.e. open offer cum delisting offer) since the new Regulation 5A of the Takeover Code was introduced and notified.