TWO RETAIL GAINTS COME UNDER ONE ROOF

In a major consolidation between two homegrown retailers, Kishore Biyani-led Future group will hive off its retail business to merge with Bharti Retail. The board of Future Retail, at its meeting held today, approved the demerger of retail business of Future Retail and merge it into Bharti Retail, Future Retail said in a filing to the BSE. Further, as part of the deal, retail infrastructure business of Bharti Retail will also be hived off from the company to be merged into Future Retail, it added. Bharti Retail will issue one equity share of Rs 2 each for every share of Rs 2 held in Future Retail in consideration of the merger of Future's retail business into it. 

On the other hand, Future Retail will issue one fully paid up equity share of Rs 2 each to Bharti Retail shareholders for every share of Rs 2 held in it in relation to the merger of the retail infrastructure business. Bharti Group has been looking for a full-fledged retail play, keeping its options open for partnership with its erstwhile cash and carry partner Walmart. However, the two parted ways in 2013 with the American retail giant deciding to focus only on wholesale business in India amid restrictions over FDI in multi-brand retail. Bharti Retail runs over 210 Easyday stores across different formats in India, mostly concentrated in the northern region. Future Group also has been making move to consolidate its business after selling majority stake in Pantaloons to Aditya Birla Retail in 2012. It has a chain under different formats, including hypermarkets under Big Bazaar and supermarkets under Food Bazaar brand.

As part of the deal agreed between the two firms, Bharti Retail's existing holders of optionally convertible debentures (OCDs) aggregating Rs 250 crore will hold OCDs in Bharti Retail as well as Future Retail aggregating to the same amount. "The shareholders and OCD holders of Bharti Group have agreed to share with the companies an upside on the realisation out of the shares of the two companies," the filing added. As per the agreed terms, it said: "If the sale proceeds are between Rs 950 crore and Rs 1,450 crore, the amount shall be 50 per cent of the amount above Rs 950 crore." On the other hand, if the sale proceeds are between Rs 1,450 crore and Rs 1,950 crore, the amount will be 60 per cent of the amount above Rs 1,450 crore. In a third scenario, it said if the sale proceeds are greater than Rs 1,950 crore, the amount shall be 75 per cent of the amount above Rs 1,950 crore. The equity shares of Bharti Retail issued to shareholders of Future Retail following the merger will be listed on stock exchanges, the filing said, adding that the merger deal would be subject to approval from necessary regulatory authorities including the Competition Commission of India. Future Retail shares were trading 11.28 per cent up at Rs 128.75 per scrip during pre-close session on the BSE.