It seems that the much talked about Flipkart and Snapdeal merger deal could see the light of day at the end. Flipkart, India’s largest e-commerce marketplace has made an informal offer for the acquisition of Snapdeal at $1 billion.
Flipkart’s offer is a non-binding one and a formal term sheet will be signed over the next few days, with the due diligence process expected to commence by next week, said the people aware of the matter. This sounds quite similar to the reports of Paytm-Freecharge merger that had surfaced yesterday.
Even though the board of Jasper Infotech Pvt Ltd, the parent company of Snapdeal, is yet to reach any consensus on the exit payouts to Nexus Venture Partners and Kalaari Capital, they have mutually given the green signal for the deal to be signed and taken through due diligence.
A person aware of the development said:
In-principle, talks are moving ahead towards the merger as broad consensus is to get the best outcome for every stakeholder. No commitments have been inked but Nexus may land up with an equity stake in the merged entity of Flipkart and Snapdeal.
Earlier this month, the board of directors of Jasper Infotech moved a step closer to agreeing to a distress sale to Flipkart. SoftBank was finally able to convince Snapdeal co-founders Kunal Bahl and Rohit Bansal, and its early investors Nexus and Kalaari to agree to sell the company to Flipkart.
According to another report, Snapdeal co-founders Kunal Bahl and Rohit Bansal are likely to receive $30 million in cash each from SoftBank after their exit from the company. The payout is part of the merger of Snapdeal with Flipkart.
Notably, the founder duo had earned around ₹80 crore each from sale of their shares during a large funding round led by Ontario Teacher’s Pension Plan in 2015.
Apart from the cash settlement, the founders have been insisting on getting a clause in the merger terms which would let Snapdeal employees be a part of the merged entity for at least a year.
The deal, which has been in works for last few months, had been stuck due to disagreement amongst stakeholders, especially between SoftBank – the largest shareholder of the company, and Kalaari Capital and Nexus Venture Partners — the early stage investors of the company.
Nexus owns about 10 percent stake in Snapdeal and has invested around $45 million over the years. On the other hand, Kalaari Capital holds around 8 percent in the firm, and has agreed to divest its stake in the company to SoftBank. Nexus’s approval was the hurdle for the proposed merger.
Interestingly, it appears that except for few top executives, others are not likely to be retained in the combined entity. In February, Snapdeal went through a mass retrenchment exercise, which saw over 2,300 employees being let go.
There is no clarity on whether or not the existing or former employees with vested ESOPs in the company would be entitled to any benefit through this deal. Around 2,500-3,000 employees hold close to 5-6 percent stake in Snapdeal in terms of ESOPs.
Initially, the Japanese internet and telecom giant SoftBank, which owns over 33% stake in Snapdeal, had planned to buy out all the existing investor’s stakes in the company and merge it with Flipkart.
Investment bank Credit Suisse, which helped Snapdeal raise funds in 2014, is representing Snapdeal in the proposed deal with Flipkart.
