Pantaloons Fashion & Retail Limited (BSE:535755) agreed to acquire Madura Garments Lifestyle Retail Company Limited from Aditya Birla Nuvo Limited (BSE:500303) for approximately INR 300 million in stock on May 3, 2015. Under the terms, Madura shareholders will get seven shares of Pantaloon for every 500 shares held. In addition, preference shareholders of Madura will get one share of Pantaloon. Post deal, Pantaloon will be renamed Aditya Birla Fashion & Retail. A combined net debt of approximately INR 4.73 billion related to the businesses will be transferred along with the deal. The deal is subject to necessary statutory and regulatory approvals including approvals from high courts, stock exchanges, SEBI, the respective shareholders of Pantaloons and Aditya Birla and lenders/creditors of each of Madura, Pantaloon and Aditya Birla. The deal was approved from the Board of Directors of Pantaloons Fashion & Retail Limited and Aditya Birla Nuvo Limited. The deal is expected to be consummated in next 6 to 9 months.

As on June 26, 2015, the Bombay Stock Exchange and National Stock Exchange approved the deal. As on August 28, 2015, the transaction was approved by the shareholders of Pantaloons Fashion & Retail. As on September 7, 2015, the transaction is approved by the shareholders of Aditya Birla Nuvo. As of September 8, 2015, the transaction was approved by secured creditors and unsecured creditors of Aditya Birla Nuvo Limited. As on October 23, 2015, the High Court of Gujarat has pronounced a common order sanctioning the scheme. The certified copy of the order is awaited. The effectiveness of the scheme is subject to filing of a copy of the order with the jurisdictional Registrar of Companies and on the outcome of the petition filed by Pantaloons before the High Court of Bombay. As on December 5, 2015, the High Court of Bombay approved the transaction. As on January 11, 2016, the Board of Pantaloons Fashion & Retail has fixed record date as January 21, 2016, for determining the entitlement of the equity shareholders of Aditya Birla Nuvo Ltd to receive fully paid up equity shares of Pantaloons Fashion & Retail Ltd as consideration.

Standard Chartered Bank acted as financial advisor, Axis Capital Limited acted as financial advisor and provided fairness opinion provider for Aditya Birla and JM Financial Institutional Securities Pvt. Ltd. acted as fairness opinion provider for Pantaloons and Price Waterhouse & Co. LLP and Bansi S Mehta & Co acted as valuers to the transaction. Cyril Shroff, Nivedita Rao, SR Patnaik, Nisha Uberoi, Sharad Mathkar, Gurpreet Vasir Ashar of Amarchand & Mangaldas & Suresh A Shroff & Co. acted as legal advisors for Aditya Birla and Pantaloons. PricewaterhouseCoopers Private Limited, Investment Banking Arm acted as financial advisor for Aditya Birla Nuvo.

Pantaloons Fashion & Retail Limited (BSE:535755) completed the acquisition of Madura Garments Lifestyle Retail Company Limited from Aditya Birla Nuvo Limited (BSE:500303) on January 9, 2016. Pantaloons Fashion & Retail Limited was renamed Aditya Birla Fashion and Retail Limited effective January 12, 2016. As of March 10, 2017, Pantaloons Fashion & Retail Limited is permitted to allot shares to Non resident shareholders of Aditya Birla Nuvo Limited as per the scheme.