Merger of Vodafone India and Idea: Vaish Associates was the lead transactional legal counsel to Idea Cellular Ltd

We are pleased to announce that Vodafone India Limited (VIL) and its subsidiary Vodafone Mobile Services Limited (VMSL) will merge into our Client, Idea Cellular Limited (ICL)  through a scheme of amalgamation. The transaction is subject to various approvals of shareholders, creditors, governmental authorities like SEBI, Stock Exchanges, CCI, RBI, FIPB, DOT, etc. Upon the scheme becoming effective the entire cellular mobile telecommunication business of VIL and VMSL (other than VIL’s investment into Indus Towers Limited, its international network assets and information technology platforms) will vest into ICL. On effectiveness of the scheme, promoters of Vodafone will hold 45.1% of the merged entity and promoters of ICL will hold 26% of the merged entity with balance to be held by public shareholders.

This is the largest deal in the Indian telecom sector to date. Vaish Associates was the lead transactional legal counsel to Idea Cellular Ltd and The Aditya Birla Group (ABG) on the transaction.

Vaish Associates, being the lead transactional legal counsel to ICL and ABG, advised on all aspects relating to the combination of the respective cellular mobile telecommunication business of Vodafone India into Idea which involved drafting, negotiating and finalizing on key transactional documents including implementation agreement, merger scheme, shareholders agreement, recharge agreement, brand agreements and other transactional documents. The scope involved formation of strategies for the combination, transaction structuring, regulatory advisory including securities law advisory, telecom  M&A advisory and negotiations with domestic and international legal counsels of Vodafone group.

Vodafone is one of the world’s largest telecommunications groups and provides a range of services including voice, messaging, data and fixed communications. Vodafone has mobile operations in 26 countries, partners with mobile networks in 49 more, and fixed broadband operations in 17 markets. As of 31 December 2016, Vodafone had 470 million mobile customers and 14.3 million fixed broadband customers. For more information, please visit: www.vodafone.com

The Aditya Birla Group is a US$41 billion conglomerate with operations in more than 36 countries. The Aditya Birla Group has been operating in India and globally for over 5 decades. Its businesses range among others, mobile telecommunications, metals and mining, cement, carbon black, textiles, garments, chemicals, fertilizers, life insurance and financial services industries.

Idea Cellular is the third largest wireless operator in India, Idea is listed on the National Stock Exchange (NSE), and the Bombay Stock Exchange (BSE) in India. Idea is part of the Aditya Birla Group, which is one of the largest business groups in India.

For the last twelve months to December 31, 2016, Idea Cellular reported revenue of INR369billion (US$5.5 billion) and EBITDA of INR114 billion (US$1.7 billion). For more information, please visit: www.ideacellular.com