TCNS to Merge with Aditya Birla Fashion and Retail Limited (ABFRL)

TCNS Clothing (TCNS), India’s leading women’s ethnic focused fashion player, today announced that it has entered into definitive agreements for combining with ABFRL, India’s leading fashion & apparel company, and a part of the Aditya Birla Group. The transaction entails combination of TCNS into ABFRL and will be carried out through – (1) Acquisition of the founding promoter’s stake through a SPA and a conditional public open offer followed by (2) Merger between the two entities.
 
The value of the promoter stake and open offer consideration for TCNS is ~ Rs. 1650 Crores for 51% stake, making this one of the largest deals in the Indian fashion space.
 
Mr. Onkar Singh Pasricha, Chairman and Executive Director of TCNS, commented “This deal marks a true milestone for our company and its stakeholders. Under the support and guidance of ABFRL, TCNS will surely achieve even greater heights of success and excellence. We are happy that we have been able to pass on our legacy to one of the most prestigious and respected groups – one that is known for its values, ethics, corporate governance and employee empowerment. We believe that all stakeholders of TCNS will benefit immensely from this landmark transaction.”
 
Speaking on the transaction, Mr. Kumar Mangalam Birla, Chairman, Aditya Birla Group, said, “This deal is yet another marker of the Aditya Birla Group’s faith in the dynamism and buoyancy of the Indian consumer economy. As India stands on the cusp of a multi-decadal consumption boom, ABFRL is a forerunner in shaping the fashion landscape of our vibrant nation. For ABFRL, the TCNS deal is indeed a significant milestone as it complements our existing portfolio of exceptional brands across the entire spectrum of Indian fashion. By embracing TCNS's portfolio of loved women’s ethnic brands, we are reinforcing our commitment to ethnic wear, the largest category in the apparel industry. With this acquisition, the fast-growing ABFRL platform is poised for the next phase of transformational growth.”
 
Over the years, TCNS has evolved into a leading women’s branded apparel company with proven playbook of multiple brand creations and seamless execution across multiple channels.

Commenting on the acquisition, Mr. Ashish Dikshit, Managing Director, ABFRL said, “As young Indians identify a new-found confidence in their identities woven around Indian culture and heritage, the next set of leading consumer brands will be built in the Indian ethnic wear space. TCNS, through its brands W, Aurelia, Wishful & Elleven, is catering to the Indian women’s fashion needs across markets and price points. Each of these brands have been built over a long period of time and enjoy tremendous consumer love. This transaction is the pivotal piece of our ethnic strategy and marks the culmination of our stated intent of building India’s most comprehensive ethnic wear portfolio.”

Mr. Anant Daga, Managing Director of TCNS said, “TCNS has been a pioneer in branded women’s ethnic wear market in the country. Over the last 20 years, we have built India’s most successful women’s franchise on the back of our leading brands. The market continues to offer long-term growth opportunities and our partnership with ABFRL will help us fully realize this potential. ABFRL’s proven brand-building capability, distribution strength and strong ecosystem of partners will help our brands into its next phase of growth and profitability.”

Credit Suisse acted as the exclusive financial advisor and Shardul Amarchand Mangaldas & Co acted as the legal advisors for the transaction. Grant Thornton acted as independent valuer for TCNS while ICICI Securities provided the Fairness Opinion to the Board of TCNS.

Transaction Structure

As part of the transaction, ABFRL will make a conditional open offer to acquire up to 29% stake at Rs. 503 per share from public shareholders and acquire the remaining stake from the founder promoters to reach an overall shareholding of 51% in TCNS. Pursuant to the above, TCNS will be amalgamated with ABFRL under the merger scheme wherein public shareholders of TCNS (as on effective date) will receive 11 shares of ABFRL for every 6 shares that they hold in TCNS.

The transaction is subject to customary regulatory approvals including approvals from the Competition Commission of India, SEBI, Stock Exchanges, and National Company Law Tribunal.