Bandhan Bank Limited (NSEI:BANDHANBNK) agreed to acquire GRUH Finance Limited (BSE:511288) from Housing Development Finance Corporation Limited (BSE:500010) and others for approximately INR 220 billion on January 7, 2019. Bandhan Bank Limited will issue 568 shares for every 1000 shares of GRUH Finance Limited. Bandhan Bank Limited will issue 1136 options for every 1000 shares of options of GRUH Finance Limited. Post completion, GRUH Finance Limited will dissolve without being wound up into Bandhan Bank Limited. On October 21, 2019, Bandhan Bank Limited has approved and issued 416.94 million shares to shareholders of GRUH Finance Limited.

The transaction is subject to approval by Reserve Bank of India, National Housing Bank and SEBI, statutory approvals, approval of shareholders of Bandhan Bank Limited and GRUH Finance Limited, approval by Competition Commission of India, National Company Law Tribunal, Ahmedabad Bench and Kolkata Bench, BSE Limited and NSEI Limited. The Reserve Bank of India has given its nod to HDFC Ltd for acquiring up to 9.9 per cent stake in Bandhan Bank following the Gruh Finance deal. The Board of GRUH Finance Limited and Bandhan Bank Limited approved the deal. On March 4, 2019, National Housing Bank sent a no objection letter for the transaction. Reserve Bank of India approved the transaction on March 14, 2019. The transaction is approved by SEBI on April 3, 2019. The transaction is approved by BSE Limited and NSEI Limited on April 3, 2019. On April 15, 2019, the transaction was approved by the Competition Commission of India. National Company law tribunal has given an order to convene the shareholders meeting and creditors meeting of GRUH Finance to approve the transaction on June 4, 2019. National Company law tribunal has given an order to convene the shareholders meeting and creditors meeting of GRUH Finance to approve the transaction on July 30, 2019. On July 30, 2019, shareholders of Bandhan Bank approved the transaction. As on September 18, 2019, the transaction was approved by the National Company Law Tribunal, Ahmadabad bench. As on September 27, 2019, the transaction was approved by the National Company Law Tribunal, Kolkata bench. The transaction is expected to close by the end of 2019. As of October 4, 2019, the deal is expected to be closed on October 17, 2019. The transaction will become effective upon the filing of the orders passed by both Benches of the National Company Law Tribunal with the jurisdictional Registrar of Companies.

Kotak Mahindra Capital Company Limited acted as fairness opinion provider to Bandhan Bank Limited and JM Financial Limited (BSE:523405) acted as fairness opinion provider to GRUH Finance Limited. SRB & Associates and Desai Haribhakti & Co., Ltd acted as valuers to Bandhan Bank Limited and GRUH Finance Limited respectively. Krishnava Dutt, Adity Chaudhury, Arka Majumdar, Ashish Patel, Kshitija Naik, Deeya Ray, Riya Dutta, Shradha Rakhecha, Prithwish Roy Chowdhury, Amishi Magdani, Ayushi Jain, Vishesh Arora, and Abhay Jain of Argus Partners and Singhi and Co. acted as legal advisors to GRUH Finance Limited. Samir Gandhi, Hemangini Dadwal, Zia Mody, Ashwath Rau, Anu Tiwari, Vipul Jain, Himanshoo Tembe, Aditya Alok, Tanya Pahwa, and Saras Muzumdar of AZB & Partners acted as legal advisors to Housing Development Finance Corporation Limited. Raghubir Menon, Anirban Bhattacharya, Deepa Rekha, Tanmayee Chaulkar, tushnaz Patel, Yogesh Chande, Kanwardeep Kapany, Gaurav Malhotra, and Veena Sivaramakrishnan of Shardul Amarchand Mangaldas & Co acted as legal advisors to Bandhan Bank Limited.

Bandhan Bank Limited (NSEI:BANDHANBNK) completed the acquisition of GRUH Finance Limited (BSE:511288) from Housing Development Finance Corporation Limited (BSE:500010) and others on October 17, 2019.