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Due diligence delaying Flipkart’s Snapdeal buy

The deal is expected to conclude sometime in July, they added. The due diligence process had started last month.

business Updated: Jun 26, 2017 12:59 IST
Anirban Sen
An employee cleans a Snapdeal logo at its headquarters in Gurgaon.
An employee cleans a Snapdeal logo at its headquarters in Gurgaon.(REUTERS)

A complex due diligence process is delaying Flipkart’s proposed buyout of beleaguered online retailer Snapdeal, two people familiar with the matter said.

Snapdeal’s sale to Flipkart is on track despite the delay with the due diligence process, the two people said. The deal is expected to conclude sometime in July, they added. The due diligence process had started last month.

Flipkart is expected to pay slightly lesser than its preliminary offer of $1 billion to buy out Snapdeal, with the final deal value expected to be in the range of $700-900 million, the people mentioned above said. They spoke on condition of anonymity as the discussions are confidential.

Over the past few weeks, smaller shareholders in Snapdeal, including billionaire Azim Premji’s investment firm PremjiInvest had written to Snapdeal’s board, expressing unhappiness over the current terms of the company’s sale, which is being engineered by Snapdeal’s largest investor SoftBank.

“Of course the smaller shareholders are not happy since they want a larger exit payout -- but they have no power to hold up the deal. The sale will go through irrespective of whether the smaller investors are on board or not,” said the first person mentioned above.

The process of going through the details of Snapdeal’s books and its various subsidiaries has proved to be more complex for Flipkart than it had anticipated, said the people mentioned above. The prolonged due diligence has also held up a separate transaction to sell Snapdeal’s payments business Freecharge. In May, Paytm had offered to buy FreeCharge for $40-50 million as part of a fire sale.

Some experts tracking the sale talks have questioned the viability of this deal for Flipkart, which will have the added burden and distraction of integrating Snapdeal, months after it bought out eBay’s India business amid a bruising tussle with deep-pocketed arch-rival Amazon India.

Flipkart and Snapdeal did not respond to requests for comment.

On 3 May, Mint reported that the board of Jasper Infotech Pvt. Ltd, which runs Snapdeal, had moved a step closer to agreeing to a distress sale to Flipkart even as a conflict between SoftBank Group Corp and three key shareholders remained unresolved. On 12 May, Mint reported that Flipkart had made an informal offer to buy Snapdeal for $1 billion in an all-stock deal.

Nexus and Kalaari have been locked in a tussle with SoftBank over the company’s valuation in a potential sale or funding round over the past few months. Snapdeal is the largest investment for Kalaari and Nexus, and a bad deal could be damaging for the two home-grown venture capital firms.

Since the preliminary informal offer, SoftBank and other key shareholders including Nexus Venture Partners and Kalaari Capital have come closer to resolving their differences on the terms of the sale, the people mentioned above said.

Mint had reported in May that SoftBank had proposed to hand out $60 million to Nexus and about $30 million to Kalaari. Snapdeal founders Bahl and Bansal have been offered $15 million each, with an additional $30 million for the entire management team and employees at Snapdeal.

Investment bank Credit Suisse, which helped Snapdeal raise funds in 2014, is representing Snapdeal in the proposed deal with Flipkart. Snapdeal, which has raised nearly $2 billion in cash, hit a peak valuation of $6.5 billion in February 2016 when it received $50 million from investors