Shardul Amarchand Mangaldas advises MegaDelta Capital in selling entire share capital of Nova Medical Centers Private Limited

May 8, 2019

Shardul Amarchand Mangaldas & Co (SAM & Co) has advised MegaDelta Capital (formerly known as New Enterprise Associates) in selling the entire share capital of Nova Medical Centers Private Limited to Asia Healthcare Holdings in multiple tranches. The other sellers were Goldman Sachs; GTI Mediventures (a fund managed and operated by Mr. Michael Schulhof, former President and CEO of Sony America); Omzest (owned and controlled by His Majesty Sultan Qaboos Bin Said, Oman) and certain other individual shareholders who sold their entire share capital in one tranche.

The Private Equity practice team at SAM & Co advised MegaDelta Capital in the transaction structuring; drafting, reviewing and negotiating the transaction documents; and assisting with pre-closing and closing actions. The transaction team from SAM & Co included Mr. Amit Khansaheb, Partner; Mr. Nikhil Sachdeva, Partner; and Mr. Rahul Chugh, Principal Associate.

This transaction involves acquisition of two entities, an off-shore special purpose vehicle owned and controlled by one of the Sellers and then using such off-shore entity to acquire the stake held by other Sellers in the Target Company. The parties identified as promoters have provided both warranties and indemnities, whereas the financial investors are only providing indemnities for breach of warranties provided by the promoters. The transaction also includes a buyer’s warranty and indemnity insurance, which will cover losses for both the off-shore special purpose acquisition vehicle and the Target Company.

Other parties involved are Nishith Desai Associates who acted as legal and tax advisors to Goldman Sachs, Crawford Bayley & Co. who acted as legal and tax advisors to Omzest, J. Sagar Associates who acted as legal and tax advisors to GTI Mediventures. The deal advisor was Lincoln International who acted as financial advisor on the transaction PwC who acted as tax advisors to the Asia Healthcare Holdings and MegaDelta Capital.

The total deal value is USD 100 Million. The date of signing was 2 May 2019 and the date of closing is expected to be by end of May 2019.