BCP Asia II Topco II Pte. Ltd. made an offer to acquire a 48.32782% stake in R Systems International Limited (BSE:532735) for INR 14.9 billion on November 16, 2022. In a related transaction Bcp Asia II Topco II Pte. Ltd., Blackstone Capital Partners Asia II L.P., managed by Blackstone Inc. (NYSE:BX) entered into a share purchase agreement to acquire a 51.67% stake in R Systems International Limited(BSE:532735) from the group of shareholders for INR 1.5 billion. As of May 10, 2023, BCP Asia II Topco II Pte. Ltd. made an offer to acquire a 26% stake in R Systems International Limited (BSE:532735) for INR 7.5 billion. The offer has been extended with a withdrawal window as the delisting offer failed and the shares tendered will be acquired at a base price of INR 245 per share. Only 11.45% shares are being tendered and delisting offer is thus deemed to be unsuccessful.

The transaction is subject to the unconditional approval of the following anti-trust related governmental authorities such as, the Competition Commission of India, the Commission for the Protection of Competition of the Republic of Cyprus, and Austrian Federal Competition Authority, the unconditional approval of the Romanian Commission for the examination of direct foreign investment (CEISD) for the transactions contemplated by the SPA, the grant of no-action and/or exemptive relief from U.S. Securities and Exchange Commission in order to allow the Offer to be made to U.S. holders of Equity Shares in compliance with the rules and regulations under the U.S. Securities Exchange Act of 1934 (as amended). If applicable, a valid shareholders resolution approving the delisting of the target Company through the Offer is passed in accordance with all the requirements of Regulation 11 of the SEBI Delisting Regulations; and the Stock Exchanges have granted their in-principle approval to the delisting of the Target Company in accordance with Regulation 12 of the SEBI Delisting Regulations. The transaction has received the approval of the competition regulator of India. The tender offer will commence on April 21, 2023, and will close on May 8, 2023. The transaction is expected to close in Second Quarter of 2023. As of March 21, 2023, the bid price was increased to INR 262. As of March 21, 2023, the transaction has been approved by Commission for the Protection of Competition of the Republic of Cyprus, Austrian Federal Competition Authority and Romanian Commission. The source of the funds for the Offer is the cash deposited in the Escrow Account 100% of the total consideration payable to the Public Shareholders under the Offer.

Link Intime India Pvt. Ltd. acted as a registrar, Kotak Mahindra Capital Company Limited acted as financial advisor to BCP Asia II Topco II Pte. Ltd. Simpson Thacher & Bartlett LLP, and Shishir Vayttaden, Gautam Gandotra of Cyril Amarchand Mangaldas acted as legal advisor to BCP Asia II Topco II Pte. Ltd. AZB & Partners acted as legal advisor to R Systems.

BCP Asia II Topco II Pte. Ltd. completed the acquisition of 0.25% stake in R Systems International Limited (BSE:532735) for INR 74.24 million on May 17, 2023.