Exclusive | Behind the scenes: $20 billion Godrej family separation-Sources
Summary
CNBC-TV18 has accessed exclusive details of the family realignment, which impacts Godrej Properties, Godrej brand usage, and the upcoming share sale to remove cross-holdings.
In one of the largest and most complex family separations in the Indian conglomerate space, the Godrej family has sealed the deal after five years of hectic negotiations. Sources indicate the enterprise value of the family ownership in the group is worth $20 billion, arrived at as the final deal.
CNBC-TV18 has accessed exclusive details of the family realignment, which impacts Godrej Properties, the usage of the Godrej brand and the upcoming share sale to remove cross-holdings.
Industry stalwarts Uday Kotak, Cyril Shroff, Zia Mody and Nimesh Kampani were involved by the Godrej family to advise on the separation in 2019 when CNBC-TV18 first broke the story on the family split.
Uday Kotak spoke exclusively with CNBC-TV18 and shared, “the Godrej family is a family of high integrity and high quality. They are subtle, but they do things in style. Even the next generation will flourish in the future.”
Cyril Shroff, Managing Partner, Cyril Amarchand Mangaldas, said, “It was a complex and long-drawn process, but the Godrej family was very respectful in genuinely taking professional advice. Godrej family had a dignified approach and aimed at preserving family harmony. The family was quite cognisant of the dignity of their brand and family values through the process.”
People with direct knowledge of the development told CNBC-TV18 that a “massive” role was played by the advisors to the deal in settling the matter in-house.
Key Disputes
Insiders to this transaction share with CNBC-TV18 that the advisors played a crucial role in resolving most disputes between the family members to close the deal amicably. The important points of dispute between the family members involved—Godrej brand usage and Vikhroli land ownership leading to the relative valuation of listed and unlisted companies in the group.
Vikhroli Land Ownership
While a large part of the initial dispute started with the ownership of this large land parcel in the outskirts of Mumbai in Vikhroli, the two family factions have continued with the arrangement of Godrej Properties retaining the RoFR or Right of First Refusal whenever the owner Godrej & Boyce decides to develop the land.
A bulk of the negotiation revolved around this issue and sources indicate that a re-work in the arrangement would have required a shareholders’ approval from Godrej Properties.
Sources with direct knowledge suggest that “the MoU is substantially retained but obligations on Godrej Properties have been upgraded as part of the separation agreement.” Another source pointed out that the “material impact of the obligations on Godrej Properties will need to be seen in the fine print.”
Valuation
A source shares that the relative valuation of the listed & unlisted entities of the Godrej Group was the most complex matter in the discussions.
A source with direct involvement shared, “Around $20 billion is the enterprise value of the family ownership of the group as per the valuations agreed upon.”
Godrej Brand
Sources suggest that it has been agreed that Godrej Enterprises Group GEG and Godrej Industries Group GIG can use the Godrej brand name since it’s their family name, but logo differentiation will have to be actioned. Sources indicate “Jamshyd Godrej’s, GEG will change the logo and the time period for this transition is likely to be one year.”
Realignment Of Shareholding
“There is going to be no trigger for an open offer in the process of separation through share un-entanglement.” A source shared, adding that, “share cross holding will get resolved via inter-se family share transfers on the exchanges in the listed companies of the group.”
Each of the family factions has retained control of their group companies, and the process over the next few months will see shares change hands to execute the separation, sources shared with CNBC-TV18.
The Turning Point
Sources share that while there were many sticky issues to discuss, COVID-19 had stalled the entire process, and the discussions were slow and sporadic during the pandemic.
The pick-up in the final resolution of the issues took a turn when Adi Godrej decided to step aside from the discussions at the same time as he stepped down as chairman of Godrej Industries in August 2021. Adi Godrej is said to have advised the family to settle the matter conclusively.
Another source says, “Jamshyd Godrej, in some ways, was the final glue who brought about the consensus amongst the next generation of the family.”
It has been a mammoth task to conclude a large family separation, and a lot of directly linked sources suggest that after several years, the “fatigue factor” also drove the transaction to a harmonious settlement in the end.
Queries sent to Godrej Group regarding all the details mentioned have not yet received any comment.
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