China National Chemical Corporation (ChemChina) is getting closer to completing its takeover of Swiss pesticide and seed maker, Syngenta, after the company obtained a green signal from India’s competition regulator for the deal.
Approval from the Competition Commission of India (CCI) was the final box that needed ticking for the deal to proceed. State-owned ChemChina announced the US$44 billion acquisition in February 2016. It received approval from US and EU competition authorities in September 2016 and obtained clearance from the Chinese authorities in April 2017.
Agriculture is considered a highly sensitive and politicized sector in India which, according to one legal expert who wished to remain unnamed, could have “led to a more prolonged period of careful deliberation, and required more detailed cooperation with the CCI.”
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“The Indian leg of the transaction was a fairly significant part of the global transaction,” Farhad Sorabjee, a partner at J Sagar Associates (JSA) told India Business Law Journal. “JSA was first engaged for this matter in February 2016 and the competition law team involved three partners and three associates. A bit later, issues regarding corporate law and the effect of the acquisition in India arose and were also handled by the firm and two corporate partners.
“Obviously, in a very long and complex merger filing and clearance, there was close interaction between JSA and ChemChina’s in-house legal team, as also with several other entities including global counsel for ChemChina,” said Sorabjee.
ChemChina had already acquired over 98% of Syngenta’s shares by July 2017, allowing it to cancel the remaining shares it did not own. Syngenta’s shares have thus been delisted from the SIX Swiss Exchange with effect from 8 January. The company is currently in the process of delisting from the New York Stock Exchange.
Along with Sorabjee, the JSA team handling the competition law filing comprised partners Amitabh Kumar and Reeti Choudhary and associates Ela Bali and Akansha Mehta. Partners Sandeep Mehta and Srabonee Roy assisted on corporate and M&A matters, while partners Dheeraj Nair and Vibha Dhawan and senior associate Kunal Mimani advised on disputes.
Simpson Thacher & Bartlett acted as global foreign counsel for ChemChina, while Zurich-based firm Homburger handled Swiss law issues.
When completed, the deal will be the largest overseas acquisition in history by a Chinese company.
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