UltraTech Cement Limited (NSEI:ULTRACEMCO) entered into a scheme of arrangement to acquire cement division of Century Textiles and Industries Limited (BSE:500040) for INR 83.9 billion on May 20, 2018. As consideration, UltraTech Cement Limited will issue 1 share for every 8 shares of Century Textiles and Industries Limited and a total of 14 million shares will be issued as consideration. UltraTech Cement Limited will also take over INR 30 billion debt of the cement division. The cement division reported turnover of INR 43.06 billion and earnings before interest, taxes, depreciation and amortization of INR 5.44 billion during the year ending March 31, 2018.

The transaction is subject to the approval of the stock exchanges, Securities and Exchange Board of India, shareholders and creditors of UltraTech Cement Limited and Century Textiles and Industries Limited, National Company Law Tribunal (Mumbai Bench), Competition Commission of India, all other statutory approvals and all other regulatory approvals as may be required. Final hearing for sanctioning the scheme among UltraTech Cement and Century Textiles and Industries by Hon'ble National Company Law Tribunal will be held on May 3, 2019. The Board of Directors of UltraTech Cement Limited and Century Textiles and Industries Limited approved the transaction on May 20, 2018. As on June 8, 2018, minority shareholders of Century Textiles and Industries Limited have not approved the deal. As of August 21, 2018, the Competition Commission of India approved the transaction. The Hon'ble National Company Law Tribunal has sanctioned the transaction on July 3, 2019. On September 18, 2018, it is announced that meeting of shareholders of UltraTech Cement Limited will be held on October 24, 2018. The transaction has been approved by the shareholders of UltraTech Cement and Century Textiles and Industries. On July 8, 2019, National Company Law Tribunal (Mumbai Bench) approved the transaction. The transaction is expected to be completed in 6 to 9 months. As of July 30, 2019, the transaction is expected to close by this quarter. The transaction will be profit accretive for UltraTech Cement Limited.

Walker Chandiok & Co LLP and Bansi S. Mehta & Co acted as the independent joint valuers. Axis Capital Limited acted as the fairness opinion provider, Haigreve Khaitan, Mehul Shah, Saswat Subasit, Sanket Shah, D Preethika, Ritwik Kulkarni, Aman Yagnik and Shivanshu Thaplyal of Khaitan & Co. while Nisha Kaur Uberoi, Soumya Hariharan, Atreyee Sarkar, Ankita Gulati, Saksham Dhingra, Mathew George and Nandini Pahari of TriLegal Partners acted as the legal advisors to UltraTech Cement Limited. JM Financial Limited (BSE:523405) acted as the fairness opinion provider and Vaish Associates acted as the legal advisor to Century Textiles and Industries Limited. R.K.S Khemani and Ramaiah K. Karumudi of SKP Business Consulting acted as tax advisors in the transaction.

UltraTech Cement Limited (NSEI:ULTRACEMCO) completed the acquisition of cement division of Century Textiles and Industries Limited (BSE:500040) on October 1, 2019.