Clashes Erupt Between Byju’s & Aakash: Legal Battle Over Share Transfer

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Education tech startup Think and Learn Pvt Ltd, operating as BYJU’S, has found itself embroiled in a legal battle with the founders of Aakash Educational Services Ltd (AESL) over the transfer of shares. The dispute arises from the alleged reluctance of Aakash founders to fulfill a share swap agreement that was agreed upon during the sale of AESL to BYJU’S. This clash has raised concerns about the completion of the merger between the two companies and the potential impact on the acquisition deal.

Acquisition of Aakash Educational Services

In 2021, BYJU’S acquired AESL, a renowned brick-and-mortar coaching center, in a cash and stock deal amounting to nearly $940 million. As a result of the acquisition, Think and Learn Pvt Ltd (TLPL), the parent company of BYJU’S, became the majority shareholder of AESL, owning 43% of the company. Byju Raveendran, the founder of TLPL, held an additional 27% stake, while the Chaudhry family retained about 18%. The remaining 12% was owned by Blackstone. The acquisition was strategically designed to merge AESL with TLPL for enhanced tax efficiency.

Delays in Merger and Share Swap Dispute

The proposed merger between AESL and TLPL faced delays due to the National Company Law Tribunal (NCLT). This delay prompted TLPL to invoke an unconditional fallback agreement and issue a notice to the Chaudhry family, urging them to execute the share swap as agreed upon. However, the minority shareholders of AESL, including the Chaudhry family, have declined to swap their equity with TLPL. This dispute over the share swap has led to a legal battle between BYJU’S and Aakash founders.

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Potential Tax Demands and Share Swap Impact

The completion of the share swap obligation would result in the Chaudhry family’s stake in TLPL being slightly below 1%. However, there may be potential tax demands, including on GST, arising from the share swap deal. As a result, the Chaudhry family is considering a cash payout instead of the share swap. The implications of this dispute on the acquisition deal and the overall tax efficiency of the merger remain uncertain.

Challenges and Responses

BYJU’S has declined to comment on the matter, while AESL has not responded to the query. The share swap was a crucial aspect of the acquisition agreement, aimed at achieving tax efficiency through the merger of AESL and TLPL. However, the resistance from minority shareholders and the potential tax demands have complicated the situation. Blackstone and the Chaudhry family have written to BYJU’S, rejecting TLPL’s notice to execute the share swap as per the original agreement.

Financial Outlook for Aakash Educational Services

Despite the ongoing legal battle, Aakash Educational Services is determined to continue its growth trajectory. The company aims to close the financial year 2023 with revenue of Rs 3,000 crore, representing a three-fold growth since its acquisition by BYJU’S. The ability of AESL to achieve this target amidst the share swap dispute and the legal proceedings will be closely monitored.

Conclusion

The clash between BYJU’S and Aakash founders over the share transfer highlights the challenges that can arise during mergers and acquisitions. The delays in the proposed merger and the resistance from minority shareholders have led to a legal battle with potential tax implications. The outcome of this dispute will have a significant impact on the completion of the merger and the future of both companies. As the legal proceedings unfold, stakeholders in the education industry will be closely watching to see how this situation is resolved and the implications it may have for future deals in the sector.

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