Merger driven by Venture Capital

The Board of Directors of JHS Svendgaard Laboratories Limited announced merger of the company with private company Vedic Cosmeceuticals Private Limited. As acclaimed by the management, the product portfolio of Vedic Cosmeceuticals Private Limited is complimentary to that of JHS Svendgaard Laboratories Limited’s products. Interestingly, the merger is reverse merger in which listed company will merge with unlisted private company which will get listed (and converted to public company) post the reverse merger. Both companies have common shareholder: Sixth Sense India Opportunity Fund, a venture capital fund. Let us understand the different facets of the transaction.

JHS Svendgaard Laboratories Limited (“Transferor Company”) is a listed public limited company engaged in Personal Care Industry. This company is engaged in manufacturing and selling (Exports) of Toothbrushes, Toothpastes, Mouthwash, Denture Tablets, and other allied Oral care Products. Apart from working on its own brands the company also offers Contract Manufacturing Partnership to brands in the domestic and the international market. The registered office of the company is situated in the state of Himachal Pradesh.

Recently, JHS Svendgaard Laboratories Limited completed demerger & merger transaction. Please read our article in M&A Critique to understand earlier transaction in detail.

Vedic Cosmeceuticals Private Limited (“Transferee Company”) is a company engaged in Personal Care Industry. This Company is engaged in developing, manufacturing, and selling of high-quality cosmetics products like Baby Care, Skin Care (Eg: Sunscreen, Face Mask, etc.), Body Care, Hair Care, Intimate Care, Pet Care, Spa products, Grooming, etc., that are made with natural ingredients. The registered office of the Company is situated in NCR, Delhi however the company is in the process of shifting its registered office to Haryana.

The Transaction:
The Scheme of Amalgamation inter-alia provides for:

The merger of JHS Svendgaard Laboratories Limited with Vedic Cosmeceuticals Private Limitedr
Recording of understanding between promoter groups (JHS & Vedic) on managing the merged company