CAM, CMS INDUSLAW Steer Sammaan Capital in Landmark $1 Billion IHC Takeover

In one of the most significant cross-border transactions in India's financial sector this year, Abu Dhabi's International Holding Company (IHC) has committed to a USD 1 billion investment to acquire a controlling stake in Sammaan Capital, a prominent Non-Banking Financial Company (NBFC). The deal, which marks IHC’s strategic entry into India’s burgeoning financial services market, saw top-tier law firms Cyril Amarchand Mangaldas (CAM) and CMS INDUSLAW advising the target company, Sammaan Capital.

The transaction represents a pivotal moment for the Indian NBFC landscape, being described as "the largest-ever primary capital infusion by an investor in a non-bank financial company in India." This influx of foreign capital underscores the growing international confidence in India's alternative lending and financial services ecosystem, signaling a new phase of consolidation and growth.

Deconstructing the Transaction: A Multi-Layered Legal Framework

The intricate deal was formalized through a Share Subscription Agreement (SSA) executed on October 2, 2025, between Sammaan Capital, IHC's affiliate Avenir Investment RSC Ltd (the Investor), and other relevant parties. Under the terms of the SSA, Sammaan Capital will issue shares and warrants to Avenir via a preferential issue on a private placement basis. The total cash consideration for this primary infusion is approximately USD 1 billion (INR 8,850 crore).

Upon the successful completion of the transaction, Avenir will acquire a formidable 43.46% stake in Sammaan Capital. Critically, this stake comes with the transfer of control, which will lead to Avenir being reclassified as the 'promoter' of the company. This shift in promoter status carries significant corporate governance and regulatory implications under Indian law, fundamentally altering the company's management structure and strategic direction.

A key legal consequence of this acquisition of control is the triggering of a mandatory open offer. The source confirms, "Pursuant to the SSA, Avenir is also required to make a mandatory open offer to the public shareholders of the Company." This obligation, governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011—commonly known as the Takeover Code—is designed to provide a fair exit opportunity to minority public shareholders when a significant change in control occurs. The structuring, pricing, and execution of this open offer will be a critical and heavily scrutinized phase of the acquisition process.

The Legal Architects: CAM and CMS INDUSLAW Lead for Sammaan

Navigating the multifaceted legal and regulatory maze of such a high-value, cross-border takeover required seasoned legal counsel. Sammaan Capital enlisted the expertise of two of India's leading law firms, Cyril Amarchand Mangaldas and CMS INDUSLAW, to advise on this transformative deal.

Cyril Amarchand Mangaldas (CAM) acted as legal counsel to Sammaan Capital on the proposed investment and acquisition of control by IHC's affiliate. The firm's role encompassed advising on the complex structuring of the primary infusion, negotiating the definitive agreements, and ensuring compliance with the stringent regulatory framework governing such transactions. The CAM transaction team was a powerhouse of legal talent, including partners Anchal Dhir and Anshu Choudhary, alongside Aman Deep Borthakur, Varun Kannan, Nisha Nahata, Geetika Kaura, and Coral Shah.

CMS INDUSLAW also played a crucial advisory role for Sammaan Capital. The firm advised on the acquisition of the 43.46% controlling stake, valued at approximately USD 1 billion. The CMS INDUSLAW team brought deep M&A and regulatory expertise to the table, led by Partners Kaushik Mukherjee and Siddharth Manchanda. They were ably supported by Counsel Kanika Sachdeva, Principal Associate Anupam Choudhary, Senior Associates Spandan Saxena and Aditya G, and Associate Yash Chhikara.

The dual involvement of these top-tier firms highlights the complexity and sheer scale of the transaction, which likely required a broad spectrum of specialized legal advice covering corporate M&A, securities law, banking and finance regulations, and foreign investment laws.

Analysis of Legal and Market Implications

This transaction is more than just a large-scale M&A deal; it serves as a barometer for the health and attractiveness of India's financial services sector. For legal professionals, it presents several key takeaways and areas of focus.

• Navigating the Takeover Code: The mandatory open offer is the most significant securities law aspect of this deal. Legal teams advising on similar transactions must meticulously plan for the open offer process, from the timing of the public announcement to the determination of the offer price and the drafting of the offer documents for SEBI approval. The success of the deal often hinges on the smooth execution of this regulatory requirement.

• RBI's Scrutiny in the NBFC Sector: As "one of the largest cross-border investments in India’s NBFC sector this year," the deal will undoubtedly be subject to close examination by the Reserve Bank of India (RBI). The RBI's 'fit and proper' criteria for new promoters, along with regulations governing foreign investment in NBFCs, would have been central to the due diligence and structuring phases. Any change in control of an NBFC requires prior RBI approval, making regulatory strategy a cornerstone of the legal advisory work.

• Complexities of Primary Infusion and Control: Unlike a simple secondary share sale, this deal involves a primary capital infusion. This structure injects fresh capital directly into Sammaan Capital, providing it with substantial growth funding. Legally, this required structuring a preferential allotment of both shares and warrants, each with its own set of pricing and issuance rules under the Companies Act, 2013, and SEBI regulations. The concurrent transfer of control adds another layer of complexity, necessitating carefully drafted clauses in the SSA regarding board reconstitution, shareholder rights, and operational integration post-closing.

• A Blueprint for Future Inbound Investment: This transaction sets a powerful precedent for foreign strategic and financial investors looking to enter the Indian market. The successful structuring of the deal by CAM and CMS INDUSLAW will likely serve as a reference point for future cross-border M&A in the financial services space. It reinforces the viability of large-scale foreign takeovers within India's robust, albeit complex, regulatory framework.

As IHC prepares to steer Sammaan Capital into its next phase of growth, the legal and financial communities will be watching closely. The successful closure of this landmark acquisition will not only reshape the competitive dynamics of the NBFC sector but also solidify India's position as a premier destination for global capital.