Coromandel International Limited (BSE:506395) entered into share purchase agreement to acquire 48.62% stake in Liberty Phosphate Ltd. (BSE:530273) from Anisha R. Dhanani, Raoof R. Dhanani, Saba R. Dhanani, Sadiya R. Dhanani, Azhar Y. Dhanani, and Zuber Y. Dhanani for INR 1.69 billion in cash on January 24, 2013. Coromandel will acquire 1.86 million shares, which is 12.87% of Liberty Phosphate from Razak Dhanani, 1.87 million shares which is 12.98% from Anisha Raoof Dhanani, 1.15 million shares which is 7.97% from Saba Raoof Dhanani and Sadiya Raoof Dhanani, 1.05 million shares which is 7.27% from Azhar Raoof Dhanani, 1.04 million shares which is 7.22% from Zuber Raoof Dhanani. Coromandel International will pay INR 241 for each share of Liberty Phosphate Ltd. In a related transaction, Coromandel made an offer to acquire 26% stake in Liberty Phosphate Ltd. for approximately INR 900 million and Coromandel entered into agreement to acquire Liberty Urvarak Limited from Anisha R. Dhanani, Raoof R. Dhanani, Saba R. Dhanani, Sadiya R. Dhanani, Sumera R Dhanani, Shakil Z Memom, Rizwan R Shaikh and Indus Salt FZC. Coromandel entered into agreement to acquire Tungbhadra Fertilizers and Chemicals Company Limited. Coromandel International made arrangements for financing of the deal.

Coromandel International Limited signed an agreement to acquire ranging from 7.02 million shares i.e 48.62% to 8.13 million shares i.e 56.82% stake depending on the terms and conditions of the agreement. In case, Coromandel International Limited acquires only 7.02 million shares, then Raoof Razak Dhanani will hold 0.83 million shares constituting 5.75% stake and Azhar Raoof Dhanani will hold 0.28 million shares constituting 1.91% of the equity share capital of Liberty Phosphate Ltd. Under the terms of the agreement, Coromandel International Limited will purchase 7.02 million shares of Liberty Phosphate Ltd. from the sellers representing 48.62% of the subscribed and issued equity share capital of Liberty Phosphate Ltd. Coromandel International has a right but not an obligation to acquire all or part of such further number of sales shares representing 7.66% of the subscribed and issued equity share capital of the Liberty Phosphate Ltd. within a period of six months from the date of completion of the open offer.

Liberty Phosphate and sellers agreed to not undertake certain actions between the date of execution of the agreement and the purchase of the initial sale shares including inter alia engaging in any new business, making amendments to the articles of association and memorandum of association of Liberty Phosphate and declaring dividend. Coromandel International and sellers have agreed to appoint an escrow agent to hold the sale shares and the total purchase consideration for the sale shares, in respective escrow accounts, and to be released by the escrow agent at such appropriate time as mutually agreed by Coromandel International and sellers. The agreement imposes a non-compete and non-solicit obligation on the sellers and their respective affiliates for a period of five years from the date of transfer of the initial sale shares and imposes a restriction on undertaking business activities with any person that is engaged in the business competing with the business of Liberty Phosphate. After the completion of this offer and the acquisition of sale shares of the Liberty Phosphate under the agreement, Coromandel International will exercise effective control over the management and affairs of Liberty Phosphate replace the sellers as the promoters of Liberty Phosphate and may hold the majority of the equity shares of Liberty Phosphate.

As of March 7, 2013, M.K. Tandon, Dipak Ghose, Kapil Mehan, S. Govindarajan, S. Sankarasubramanian were appointed as additional Directors. Shakil Zakaria Memon, Zafar Ullah Khan, Abdul Mabood Shaikh, Salim Sherani, Ajay Paliwal, Firoz Asgar Khambati and Hemant Motilal Shah resigned from the Board. M.K. Tandon has also been appointed as Chairman and S. Govindarajan has been appointed as whole time Director. Raoof Razak Dhanani has resigned from his post of Chairman, Managing Dircetor and Director of Liberty Phosphate Ltd. The transaction is approved by the Board of Directors of Coromandel International Limited.

SMC Capital Limited acted as financial advisors and Darshika Kothari, Nilanjana Singh, Rinki Ganguli and Arpita Acharya of AZB & Partners acted as legal advisors for Coromandel International. Vaishali Sharma of Khaitan & Co acted as legal advisor to promoters in respect of the sale of controlling stake in Liberty Phosphate.