Embassy Group to merge assets into IBREL to create India's largest realtor

Bengaluru-based realty firm Embassy Group on Tuesday signed an agreement to merge its various housing and commercial projects with Indiabulls Real Estate Ltd (IBREL) and take control of the merged entity.

Embassy Group already has around 14 per cent stake in Mumbai-based IBREL and the same will increase to 45 per cent after the merger of assets of these two companies.

IBREL as well as Embassy group's arm NAM Estates (NAM) and Embassy One Commercial Property Developments (NAM Opco) have entered into definitive merger documentation to amalgamate ongoing, completed & planned residential and commercial projects of these two subsidiaries, according to a regulatory filing.

"The combined IBREL entity shall become one of India's leading real estate development platforms, with 80.8 million square feet of launched and planned development potential," the filing said.

The merged entity will have about 30 projects.

Under the terms of the agreement, the IBREL's shares are being valued at Rs 92.5 per share, a 25.7 per cent premium to Tuesday's closing price.

The proposed merger will be achieved through a cashless scheme of amalgamation.

NAM shareholders will get 6.619 shares of IBREL for every 10 shares of NAM whilst NAM Opco shareholders will get 5.406 shares of IBREL for every 10 shares in NAM Opco.

"Subsequent to the merger being effected, the resultant listed entity shall be owned 44.9 per cent by Embassy Group, 26.2 per cent by the existing public & institutional shareholders, 9.8 per cent by existing IBREL Promoter Group and 19.1 per cent by BREP & other Embassy institutional investors," the filing said.

Jitendra Virwani, Chairman & Founder of the Embassy Group said, “This integration provides scale to our two organizations and allows the stakeholders to capitalize on the opportunity created by the market consolidation and dislocations." The transaction also offers growth to the listed entity by combining a portfolio of well-located commercial projects across Mumbai, NCR and Bangalore, he added.

Sameer Gehlaut, non-executive Chairman & Founder of IBREL said, “This merger marks the culmination of a journey I began almost 15 years ago to build a world class real estate company. I am excited to be handing over this platform to Embassy who have a proven track record, excellent execution capabilities and who have created a very strong brand and sponsored a successful listed REIT." Embassy group, led by Jitu Virwani, is a major player in Indian commercial real estate. The group, alongwith Blackstone, launched India's first Real Estate Investment Trust (REIT) last year to raise Rs 4,750 crore through public issue. It also owns WeWork India.