Tata Consumer Products Limited (NSEI:TATACONSUM) entered into Scheme of arrangement agree to acquire remaining 42.5% stake in Tata Coffee Limited for approximately INR 15 billion on March 29, 2022. Under the terms of transaction, Tata Consumer Products Limited will amalgamate with Tata coffee limited (comprising the Remaining Business of Tata coffee (as defined in the Scheme)) with TCPL and in consideration, the consequent issuance of equity shares by TCPL to all the shareholders of the Company (other than TCPL) in accordance with the Share Exchange Ratio. On effectiveness of the Scheme, the shareholders of TCL (other than TCPL) as on the record date will receive 14 equity shares for every 55 equity shares of TCL. In related transaction, Tata coffee agreed to demerge its Plantation Business to TCPL Beverages and Foods Limited on March 29, 2022.The existing shareholding of TCPL in the Company shall stand cancelled and extinguished following the amalgamation of the Company with TCPL. Pursuant to the Demerger and the subsequent Amalgamation, the Company will stand dissolved without being wound-up and Tata Coffee will be merged into TCPL. There will be no change in the shareholding pattern of TBFL under the Scheme. Amalgamation will help company in having one listed company for consumer and related businesses and convergence of minority interests from TCL into TCPL. On the Scheme becoming effective, all the employees (including workmen) of TCL employed in or in relation to the Demerged Undertaking immediately prior to the Effective Date (?Demerged Undertaking Employees?) shall be deemed to have become employees of Tata Consumer Products. TCPL shareholders approved the merger on November 12, 2022.

An independent board of directors committee was set up to recommend the directors of Tata coffee on amalgamation and after reviewing all the documents the committee find the draft scheme favorable. The Board of Directors of Tata Coffee Limited at its meeting held on March 29, 2022, has approved the Composite Scheme of Arrangement. The Scheme is subject to inter-alia receipt of the approval of the requisite majority of the public shareholders and creditors (if applicable) of the Companies, the Stock Exchanges, the Securities and Exchange Board of India, National Company Law Tribunals (benches at Kolkata and Bengaluru) and other regulatory authorities, as may be applicable. On April 26, 2022, TATA have received No objection from all the lender for the transaction. On June 7, 2022, National stock exchange of India states that on the basis of draft scheme and other documents submitted by the Company, NSE hereby convey their ?No objection? in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT. Tata have filed the petitions before the NCLT both Tata Coffee, and Tata Consumer respective NCLT and now they are waiting for the hearing. Transaction is expected to close between 12 to 14 months. Transaction is expected to complete before the end of the financial year.

ICICI Securities Limited Acted as fairness Opinion to Tata coffee whereas Kotak acted as Financial and fairness Opinion provider to TCPL. Cyril Amarchand Mangaldas and KPMG acted as legal and tax advisor in transaction. M/s SSPA & Co and M/s PWC Business Consulting Services LLP, acted as Registered Valuers. Ernst & Young LLP acted as a financial advisor to Tata Consumer Products Limited.

Tata Consumer Products Limited (NSEI:TATACONSUM) completed the acquisition of the remaining 42.5% stake in Tata Coffee Limited on January 1, 2024.