Aditya Birla Fashion to acquire TCNS: To be a forerunner in fashion industry

India is poised for multi-decadal change in apparel industry.

- Anirudha Jain

With rising disposable income & desire to wear branded garments, large organised players are gearing themselves to make most of this opportunity. In recent past we have witnessed the core strategy for large brands like Aditya Birla or Reliance Retail is to acquire controlling interest in small brands which paves the way to offer complete portfolio to their customers. Recently, Aditya Birla Fashions announced similar deal in which they will take over TCNS Clothing which houses some of the establish women apparel brands like W, Aurelia etc. This acquisition transaction will be carried out through two steps, acquisition followed by merger.

Aditya Birla Fashion Retail Limited ("ABFRL" or "Transferee Company") is part of a leading Indian conglomerate, the Aditya Birla Group. ABFRL is a fashion powerhouse with an elegant bouquet of leading fashion brands and retail formats. The equity shares of ABFRL are listed on nationwide bourses. The registered office of the Company is located in the state of Maharashtra.

TCNS Clothing Co. Limited ("TCNS" or "Transferor Company") is India's leading women's branded Apparel Company. The company designs, manufactures, markets and retails a wide portfolio of women's branded apparel across multiple brands. The equity shares of TCNS are listed on nationwide bourses. The registered office of the Company is located in Delhi.

Proposed Transaction

The Board of Directors of ABFRL & TCNS has approved two-step transaction which will include acquisition of 51% of the paidup share capital of TCNS by ABFRL from promoter through a Share Purchase Agreement (SPA) and conditional public open offer followed by merger of TCNS with ABFRL. Essentially, ABFRL will seek to control controlling interest in TCNS before merging it with itself.

Open Offer: