Reliance, Future Group ignore Amazon protest on $3.4B deal

Reliance Retail, India’s largest retail chain, said on Sunday evening that its proposed deal to acquire Future Group’s assets for a whopping $3.4 billion — against which Amazon has filed a legal proceeding — is fully enforceable under the Indian law and it intends to complete the deal “without any delay.”

Mukesh Ambani’s firm issued the statement after Amazon won an emergency order from a Singapore arbitration court earlier on Sunday to temporarily halt the proposed sale between the two Indian retail giants. According to a person familiar with the matter, the injunction will prevent Future Group from selling its assets to Reliance Retail by about 90 days. 

The American e-commerce group, which indirectly bought a 3.58% stake in Future Group’s Future Retail business last year, reached out to the Singapore International Arbitration Centre earlier this month to block what could emerge as the largest retail deal in India.

Amazon’s deal with Future Retail had given the American e-commerce giant the first right to refusal on purchase of more stakes in Future Retail, the Indian firm had said at the time. Earlier local media reports have claimed that the agreement between Amazon and Future Retail also included a non-compete clause. The two companies entered an additional deal early this year that granted Amazon “long-term” rights to sell Future Group’s products online.

Amazon, Walmart’s Flipkart, and Ambani’s Reliance Industries (which operates Reliance Retail), the most valuable firm in India, are locked in an intense battle to command the Indian retail market.

In a statement, an Amazon spokesperson said the company was “grateful for the order which grants all the reliefs that were sought. We remain committed to an expeditious conclusion of the arbitration process.” The tribunal hearings are expected to start later this year.

Future Group, which has yet to comment on Amazon’s objection, entered the deal with Reliance Industries because the company could not continue to navigate through the losses the pandemic has caused to the business, its founder Kishore Biyani said at a virtual conference earlier this month.

At the moment, it is unclear whether today’s injunction is enforceable in India. Indeed, in a statement, a Reliance Industry spokesperson said that Reliance Retail’s transaction for acquisition of assets and business of Future Retail were conducted under “proper legal advice” and the “rights and obligations are fully enforceable under Indian law.”

Reliance Retail “intends to enforce its rights and complete the transaction in terms of the scheme and agreement with Future group without any delay,” said the spokesperson for the retail giant, controlled by Ambani, India’s richest man (also pictured above).

The legal proceeding in Singapore has come as a surprise to many in the industry, as Amazon is said to be preparing to acquire a multi-billion-dollar stake in Reliance Retail, according to earlier reports by ET Now and Bloomberg.

With e-commerce commanding only between 3 -7% of all retail sales in India — and Reliance Retail launching its own e-commerce business to fight Amazon and Flipkart — Amazon’s reported future deal with Reliance Retail is already seen by many industry analysts as crucial for the American e-commerce firm’s future in India. Amazon, which kickstarted its journey in India seven years ago, has invested more than $6.5 billion in its local business in the country.

Founded in 2006, Reliance Retail serves more than 3.5 million customers each week (as of early this year) through its nearly 12,000 physical stores in more than 6,500 cities and towns in the country.

The retail chain, run by India’s richest man, Mukesh Ambani, has raised about $5.14 billion by selling about an 8.5% stake in its business to Silver Lake, Singapore’s GIC, General Atlantic and others in the past two months.

Ambani’s other venture, Jio Platforms, this year raised over $20 billion from more than a dozen marquee investors, including Google and Facebook.

In the meantime, Walmart’s Flipkart on Thursday acquired a 7.8% stake in Aditya Birla Fashion, a fashion retail conglomerate that operates over 3,000 stores in India, for $203.8 million. Flipkart dominates in the online sales of apparels in India, thanks in part to Myntra, a fashion e-tailer it bought it in 2014. Over the years, the Walmart-owned firm has made several more investments in strengthening its fashion category. In July, it invested $35 million in Arvind Fashions, part of a decades-old Indian retail giant.

Updated at 1.30PM IST on October 26: In a filing (PDF) to the local stock exchange, Future Retail said it is examining the order issued by Singapore International Arbitration Centre. “It may be noted that the Company is not a party to the agreement under which Amazon has invoked arbitration proceedings,” it said.

“FRL has been legally advised that actions taken by the FRL / its board, which are in full compliance of the relevant agreements and eminently in the interest of all stakeholders cannot be held back in arbitration proceedings initiated under an agreement to which FRL is not a party. As per the advice received by FRL, all relevant agreements are governed by Indian Law and provisions of Indian Arbitration Act for all intents and purposes and this matter raises several fundamental jurisdictional issues which go to the root of the matter.  Accordingly, this order will have to be tested under the provisions of Indian Arbitration Act in an appropriate forum. In any enforcement proceedings, FRL would take appropriate steps to ensure that the proposed transaction will proceed unhindered without any delay,” a company spokesperson added.


Source: TechCrunch

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