STRUCTURING A STRATEGIC ACQUISITION

Fairfax Financial Holdings Limited is a Toronto-based financial services holding company with a global presence in insurance and reinsurance. Founded in 1985 by its present Chairman and Chief Executive Officer, Mr. Prem Watsa, the company has investments in a portfolio of assets in excess of $30 billion worldwide. Fairbridge Capital (Mauritius) is its wholly owned subsidiary.

Thomas Cook (India) Limited (TCIL) is the Indian subsidiary of the globally renowned chain of integrated travel & travel related financial services companies. With a 132-year old presence in the country, it is one of India’s oldest, most-reputed and largest companies in the segment. TCIL is presently listed on both the BSE and NSE.

The Challenge



The Challenge



Thomas Cook UK Limited (TCUL) and TCIM Limited collectively owned 76.8% of equity shares in TCIL. In February 2012, they decided to divest their share in the company through an auction process. A potential acquirer would have attained the shareholding of over 75% through this transaction. Hence, a subsequent open offer to the equity shareholders of the company would have been required as well.

“PINC’s in-depth regulatory expertise and excellent servicing levels enabled us to successfully complete the TCIL deal against the numerous challenges.”

-Mr. Harsha Raghavan
Managing Director, Fairbridge Capital Pvt. Ltd. (India)


The deal was pegged to be one of the most prominent buyout transactions in India for that year. In this role, it had to evaluate the business – the existing setup, the growth opportunities, the latent value, and liabilities – within tight timelines and bid accordingly against other prominent private equity players. Moreover, once Fairbridge’s second-round bid, which was binding, was accepted and the transaction documents signed, it had to be ready to announce the open offer process the very next day. The open offer process then had to follow through within SEBI’s prescribed timelines.

The Solution



Solution From PINC



Following an in-depth strategic and financial evaluation of TCIL’s business, PINC presented Fairbridge with a fair value of the company as a benchmark against its market value. This insight facilitated Fairbridge to bid at a competitive and compelling valuation and terms compared to other prospective bidders. PINC’s Merchant Banking team simultaneously prepared the various offer documents and filings as well as coordinated with different regulatory bodies.




The Result



The Result



PINC’s Investment Banking and Merchant Banking Team worked in tandem with each other to ensure that acquisition and the subsequent open offer was executed without any hitch while meeting the stringent regulatory guidelines and timeframes.

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