HDFC Bank Limited (NSEI:HDFCBANK) entered into scheme of amalgamation to acquire Housing Development Finance Corporation Limited (BSE:500010) for approximately INR 4.6 trillion, in a merger of equals transaction, on April 4, 2022. HDFC Bank will issue its 42 equity shares for every 25 fully paid-up equity shares of HDFC. Upon completion, HDFC will merge into HDFC Bank and the subsidiaries/associates of HDFC will become subsidiaries/associates of HDFC Bank. As a result of this, upon the scheme becoming effective, HDFC Bank will be 100% owned by public shareholders and existing shareholders of HDFC will own 41% of HDFC Bank.

As of July 07, 2022, the transaction got approved by Pension Fund Regulatory and Development Authority. The Board of Directors of HDFC and HDFC Bank approved the transaction. The scheme is subject to the receipt of requisite approvals from the Reserve Bank of India ("RBI"), Securities and Exchange Board of India ("SEBI''), the Competition Commission of India, the National Housing Bank ("NHB"), the Insurance and Regulatory and Development Authority, the Pension Fund Regulatory and Development Authority, the National Company Law Tribunal, BSE Limited and the National Stock Exchange of India Limited (collectively, the "Stock Exchanges") and other statutory and regulatory authorities, and the respective shareholders and creditors. The proposed amalgamation is subject to receipt inter alia of final approvals from SEBI in respect of change in control of certain subsidiaries of HDFC Limited. As of July 4, 2022, the transaction is approved by Reserve Bank of India. As of June 23, 2023, India's insurance regulator has approved the transaction. Closing is expected to be achieved within 18 months, subject to completion of regulatory approvals and other customary closing conditions. HDFC Limited has received observation letter with ‘no adverse observations’ from BSE Limited and observation letter with ‘no objection’ from the National Stock Exchange of India Limited, both dated July 2, 2022. On July 4, 2022, RBI also provide approval for transaction. On July 8, 2022, HDFC also receive approval from Pension Fund Regulatory and Development Authority (PFRDA) .The proposed transaction would create meaningful value for various stakeholders including respective shareholders, customers, employees, as the combined business would benefit from increased scale, comprehensive product offering, balance sheet resiliency and the ability to drive synergies across revenue opportunities, operating efficiencies and underwriting efficiencies, amongst others. As of August 4, 2022, SEBI has granted its in-principle approval(s) by its letter to HDFC AMC for change in control of HDFC AMC, the asset management company of HDFC Mutual Fund subject to the approval of the National Company Law Tribunal. The Scheme remains subject to various statutory and regulatory approvals inter alia including approvals from the Competition Commission of India, the NCLT and the respective shareholders and creditors of the companies involved in the Scheme as may be required. As of August 12, 2022. CCI approved the proposed combination involving amalgamation of HDFC Limited, HDFC Bank, HDFC Investments and HDFC Holdings. As of October 14, 2022, NCLT convened a meeting of shareholders which will be held on November 25, 2022. HDFC inform that PFRDA vide its letter dated November 11, 2022 to HDFC Life, has granted its approval for proposed change in shareholding of HDFC Life, sponsor of HDFC Pension due to proposed amalgamation i.e. change in promoter from HDFC Limited to HDFC Bank, in terms of Regulation 12(j) of Pension Fund Regulatory and Development Authority (Pension Fund) Regulations, 2015. Competition Commission of India approved the acquisition. As of December 8, 2022, the transaction has been approved by the Board of HDFC Limited. As of January 17, 2023, Financial Services Commission, Mauritius has approved the acquisition. As per update on April 11, 2022, transaction is expected to close during second or third quarter of financial year 2024. Final Order dated March 17, 2023 passed by the Honble National Company Law Tribunal, Mumbai Bench, Mumbai for inter alia sanctioning the composite scheme of amalgamation for the amalgamation. As on April 26, 2023, Transaction has been approved by BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The transaction is expected to close in September 2023. As of May 4, 2023, Transaction is expected to be completed by July 2023. As of May 15, 2023, SEBI has granted its final approval for the proposed change in control of HCAL, subject to certain conditions mentioned in the said letter. The Proposed Amalgamation is subject to receipt inter alia of final approvals from SEBI in respect of change in control of certain subsidiaries of HDFC Limited. As of May 24, 2023, SEBI has granted its final approval for change in control of the Company, on account of amalgamation of Housing Development Finance Corporation Limited with and into HDFC Bank Limited; subject to compliance with the applicable provisions of PMS Regulations, circulars thereto.

Bank of America Merrill Lynch (BoFA) Securities acted as fairness opinion provider of HDFC Limited. Morgan Stanley India Company Private Ltd. acted as fairness opinion provider of HDFC Bank. Credit Suisse, Kotak Securities, Jefferies, Arpwood, Motilal, Axis, JM Financial, IIFL and Ambit, acted as financial advisors to HDFC. J.P. Morgan, Goldman Sachs, Citi, Nomura, CLSA, BNP, HSBC, ICICI Securities and Edelweiss acted as financial advisors to HDFC Bank. AZB & Partners and Singhi & Co. acted as the legal advisors to HDFC and Wadia Ghandy & Co., Cravath, Swaine & Moore LLP acted as legal advisors to HDFC Bank. Dhruva Advisors LLP were the tax advisors to HDFC and HDFC Bank. Moelis & Company acted as financial advisor to Housing Development Finance Corporation Limited. Stephen M. Kotran of Sullivan & Cromwell LLP represents Bank of America Merrill Lynch Securities as financial adviser to Housing Development Finance Corporation Limited. Krishnava Dutt,Adity Chaudhury and Aastha of Argus Partners acted as legal advisor to Housing Development Finance Corporation Limited. Prashanth Sabeshan, Rachika A. Sahay and Vinod Joseph and their teams from Argus Partners provided due diligence to Housing Development Finance Corporation Limited.

HDFC Bank Limited (NSEI:HDFCBANK) completed acquisition of Housing Development Finance Corporation Limited (BSE:500010), in a merger of equals transaction, on June 30, 2023.