Reliance Retail Ventures Limited (RRVL) agreed to acquire Retail, Wholesale, Logistics and Warehousing Business of Future Enterprises Limited (BSE:523574) for approximately INR 250 billion on August 29, 2020. Under the terms of the deal, Future Enterprises will amalgamate Future Consumer Limited (BSE:533400), Future Lifestyle Fashions Limited (BSE:536507), Future Market Networks Limited (BSE:533296), Future Retail Limited (NSEI:FRETAIL), Future Supply Chain Solutions Limited (BSE:540798) and other subsidiaries. Subsequently, RRVL will acquire the retail, wholesale, logistics and warehousing business from Future Enterprises. RRVL will take over certain borrowings and current liabilities related to the business and discharge the balance consideration by way of cash. Consideration is subject to adjustments as set-out in the composite scheme of arrangement. As part of transaction, RRVL will also invest a sum of INR 12 billion in the preferential issue of equity shares of Future Enterprises for a 6.09% stake, and INR 4 billion in warrants convertible into equity shares, which when converted upon payment of balance 75% consideration will result in a further 7.05% stake. The transaction is subject to requisite approvals of the National Company Law Tribunal, court approval, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India, Competition Commission of India and other statutory/regulatory authorities, including those from the shareholders and creditors of the Future Enterprises and its related entities, and applicable contractual approvals. The Board of Future Enterprises has also authorized and empowered the Committee of Directors to take all necessary steps and to do all such acts, deeds, matters and things, as may be necessary to give effect to the Scheme. The transaction has been approved by the Board of Directors of Future Enterprises. On October 25, 2020, an arbitration tribunal in Singapore ordered a freeze on the takeover at the request of the group American Amazon under a shareholders’ agreement with the promoters of Future group. Reliance Retail Ventures Limited intends to enforce its rights and complete the transaction in terms of the scheme and agreement with Future group without any delay. The arbitration tribunal has 90 days to announce its decision on the agreement between Reliance and Future Group. On November 20, 2020, Competition Commission of India has approved the acquisition deal between Reliance Retail and Future Group. Both parties to the deal have started the procedures to get approvals from lenders, suppliers, and shareholders as it will culminate in clearance from the NCLT. As of December 21, 2020, Delhi High Court approved the deal. As of January 5, 2021, the Singapore International Arbitration Centre being at the final stage of proceedings between Amazon-Future Group arbitrary case has formed its panel to pass the final verdict on the case. As of January 20, 2021, transaction has been approved by The Securities and Exchange Board of India (SEBI). SEBI also said that Reliance Retail Ventures Limited and Future Enterprises Limited also need to get approvals from The National Company Law Tribunal (NCLT). SEBI has said that Future Retail shall ensure that the details of the complaints made by Amazon and the related legal proceedings should be bought to the notice of the shareholders of all the parties. As of February 2, 2021, in a win for Amazon, the Delhi High Court granted an interim stay on the INR 250 billion deal between Future Retail Limited and Reliance Industries Limited. A single-judge Bench has directed all the parties involved along with the Central government and all statutory authorities to maintain status quo till the reserve order is passed. As of February 2, 2021, Future Retail will explore all legal remedies and take appropriate steps to pursue the scheme of arrangement. As of February 5, 2021, Amazon urged the Delhi High Court to declare that the Emergency Arbitrator (EA) award by the Singapore International Arbitration Centre (SIAC) putting on hold INR 250 billion deal between Future Retail Limited and Reliance Retail was akin to an order of court and enforceable like any other judicial direction. The submission was made by Amazon before a bench of Chief Justice D N Patel and Justice Jyoti Singh during the hearing of Future Retail Limited plea challenging a single judge interim direction to maintain status quo regarding the deal. As of February 8, 2021 Delhi, High Court observed that statutory authorities cannot be restrained in private litigation from acting in accordance with the law. As of February 22, 2021, the Supreme Court has granted an interim stay on the Future Retail-Reliance deal. The top court has issued notices to Kishore Biyani-led Future Group and Mukesh Ambani-led Reliance Group. The Court has also said that while the NCLT can proceed with the hearings, it cannot sanction the merger. As of March 21, 2021, FRL has moved to the higher bench for the stay put by single-member bench of Justice J R Midha. The High Court had rejected all the objections raised by the Future Group and imposed a cost of INR 2 million on it as well as its directors. It had directed them to deposit the amount in Prime Minister's Relief Fund within two weeks. As of March 22, 2021, FRL had filed an appeal before the Division Bench of the Delhi High Court, against the order dated March 18, 2021 (Impugned Order) filed by Amazon passed by a Ld. Single Judge on March 20, 2021 and the Division Bench comprising of the Chief Justice D. N. Patel and Justice Jasmeet Singh has passed an order in the appeals, and stayed the Impugned Order passed by the Ld. Single Judge. As of April 1, 2021, RRVL has in exercise of the right provided thereunder, extended the timeline for Long Stop Date from March 31, 2021 to September 30, 2021. As of July 29, 2021, The Supreme Court (SC) has reserved its verdict on pleas filed by electronic-commerce major Amazon against the acquisition of Future Retail Limited (FRL) by Reliance Retail Ventures Limited. It will rule if the award by Emergency Arbitrator (EA) of Singapore, curbing the approximately INR 250 billion transaction, is valid under Indian law. The SC will also rule if this can be enforced. Haigreve Khaitan, Mehul Shah, Vivek Sriram, Rajeev Vidhani, Harsh Parikh, Shailendra Bhandare, Anisha Chand and Rusha Mitra of Khaitan & Co; Shardul Shroff, Puja Sondhi, Sumeet Singh, Pallavi Shroff, Promode Murugavelu, Mrinal Kumar, Nitesh Jain, J V Abhay, Pooja Ramchandani, Shahana Chatterjee, Ashish Teni, Shweta Shroff Chopra, Aparna Mehra and Manika Brar of Shardul Amarchand Mangaldas; and L Viswanathan, Nivedita Rao and Shishir Vayttaden of Cyril Amarchand Mangaldas acted as legal advisors to Reliance Retail Ventures Ltd. JM Financial Services Limited acted as a financial advisor and ICICI Securities Limited acted as a fairness opinion provider for Future Enterprises. Ernst & Young LLP assisted in the financial and accounting due diligence; Haskins & Sells LLP was involved in verification of property leases and physical verification of assets; Price Waterhouse & Co LLP provided the valuation report; and Citigroup Global Markets India Private Limited acted as financial advisor and provided the fairness opinion to the Board of Directors of RRVL. Nishant Parikh, Harsh Maggon, Harsh Jain, Ankit Kejriwal and Aakriti Shakdher of TriLegal Partners; Wadia Ghandy & Co.; and M/S Naik,Naik, Iyer & Co acted as legal advisors to Future Enterprises. George Karafotias of Shearman & Sterling LLP acted as legal advisor for Citigroup Global Markets India Private Limited, a financial advisor for RRVL. Reliance Retail Ventures Limited (RRVL) cancelled the acquisition of Retail, Wholesale, Logistics and Warehousing Business of Future Enterprises Limited (BSE:523574) on August 6, 2021.