Amazon makes offer to Future Retail for acquisition by an entity led by Samara Capital

Amazon has said it is pleased that for the first time since December 2, 2020, the independent directors of Future Retail are willing to consider Amazon’s assistance in addressing the financial concerns of FRL.

“We note that significant time has been lost on account of the unwillingness of FRL and the independent directors to consider potential solutions facilitated by Amazon in the past. Nevertheless, we reaffirm our offer to assist FRL within the framework of our rights under the Agreements”, Amazon said in a letter to the independent directors of Future Retail.

Amazon said Samara Capital has once again reiterated to us that they remain interested and committed to lead and take forward the term sheet dated June 30, 2020, signed amongst Samara, FRL and the Promoters of FRL, which contemplates a purchase consideration of Rs 7,000 crore with the assistance and cooperation of the independent directors.

Pertinently, the Samara Term Sheet provides for an acquisition of all retail assets of FRL, including the “small store formats” comprising the “Easy Day”, “Adhaar” and “Heritage” brands, through an Indian owned and controlled entity structure led by Samara and supported by Amazon.

The transaction envisaged in the Samara Term Sheet would ensure availability of funds in FRL at the earliest, through an asset sale and an equity infusion, which would be a direct antidote to FRL’s indebtedness, Amazon said.

As regards compliance of any structure with Indian law, Amazon said that this structure is also similar to the proposed acquisition of the retail and wholesale undertaking of the Future group (which includes FRL’s retail assets) by Reliance Retail and Fashion Lifestyle Limited.

“We understand that this entity has negligible business operations and whose parent entity Reliance Retail Ventures Limited has received at least Rs 47,265 crore from various foreign investors. We also understand that this amount is proposed to be utilised to fund the acquisition of FRL’s retail, wholesale and logistics assets”, Amazon said.

“In fact, the transaction involving FRL and constituents of the MDA Group, viz, Reliance Retail Ventures Limited and Reliance Retail and Lifestyle Fashions Limited, follow a strikingly similar Structure”, it added.

“We look forward to the independent directors implementing the provisions set out in the Samara Term Sheet immediately, including by providing Samara the opportunity to conduct due diligence of FRL”, Amazon said.

Samara and Amazon are confident that if the independent directors and FRL provide immediate access to the information and records of FRL and fully co-operate in the engagement/discussions, the transactions contemplated in the Samara Term Sheet can be implemented in an expedited manner.

“Further, we along with Samara are open to engage with other stakeholders to find a viable solution at hand. We also trust that you will cooperate in obtaining any regulatory approvals as may be needed. To reiterate, we have always been ready, willing and able to provide and facilitate financial assistance and continue to be in such a position even today”, it said. It has given January 23 as the date by which the diligence reports can be submitted to Samara Capital.

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