Mergers & Acquisitions · 2025
USD 850M Cross-Border Acquisition of a Regional Conglomerate
Outcome
Transaction successfully completed; all regulatory clearances obtained across four jurisdictions
Overview
Caldwell & Partners acted as lead transaction counsel for a South Asian sovereign wealth fund vehicle in its acquisition of a controlling stake in a diversified regional conglomerate with operations spanning manufacturing, logistics, and hospitality.
Challenge
The transaction involved assets in four jurisdictions, each with distinct competition law and foreign investment approval requirements. The target had a complex ownership structure with legacy minority interests and historical regulatory entanglements that required careful unwinding prior to completion.
Approach
Our M&A team led a full due diligence workstream covering 14 entities, coordinated with local counsel in each jurisdiction, and designed a bespoke acquisition vehicle structure that achieved both tax efficiency and regulatory compliance. Our dispute resolution team advised on the unwinding of a contentious legacy shareholder arrangement.
Result
All four sets of regulatory clearances were obtained within the anticipated timeline. The transaction completed on terms materially consistent with the initial offer, with no material adverse change adjustments. Post-completion, we advised on a management incentive restructuring to align the existing leadership team with the acquirer's strategic objectives.