MUMBAI SILICON VALLEY BANGALORE SINGAPORE MUMBAI BKC NEW DELHI MUNICH NEW YORK HDFC – Max Life Merger A Lost Pursuit September 2017 © Copyright 2017 Nishith Desai Associates www.nishithdesai.com HDFC – Max Life Merger A Lost Pursuit September 2017 MUMBAI SILICON VALLEY BANGALORE SINGAPORE MUMBAI BKC NEW DELHI MUNICH NEW YORK
[email protected] © Nishith Desai Associates 2017 HDFC – Max Life Merger A Lost Pursuit Contents 1. PROLOGUE 01 2. GLOSSARY OF TERMS 02 3. DETAILS OF THE DEAL 03 I. Parties Involved 03 II. Chronology of events 04 III. Deal Snapshot 05 4. OVERVIEW OF M&A IN INSURANCE SPACE IN INDIA 09 I. Overview of the Indian Insurance Sector 09 II. Analysis of the legal framework governing M&A in the Insurance Space 09 III. Merger provisions under the Companies Act, 2013. 10 5. COMMERCIAL CONSIDERATIONS BEHIND THE PROPOSED MERGER 11 I. Commercial Rationale Behind the Earlier Transaction 11 II. How was the Earlier Transaction Valued? 12 6. LEGAL AND REGULATORY CONSIDERATIONS 13 I. Did the proposed merger comply with the Indian exchange control regulations? 13 II. Under the Proposed Scheme, how was the Merged Entity to be listed on the stock exchange? 14 III. Did the SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011 apply to the Proposed Scheme? 15 IV. Is the proposal to pay the non-compete fee under the Proposed Scheme to the promoters of Max Life valid under law? 15 V. Why did the proposed merger require prior approval of the CCI? 16 VI. What could have been the stamp duty implications in respect of the proposed merger? 17 VII.