Cyril Amarchand Mangaldas, IndusLaw, Trilegal and Khaitan & Co have advised on Hindustan Unilever’s USD350 million acquisition of a 90.5% stake in skincare brand Minimalist.
Completion of the deal is subject to regulatory approvals, including clearance from the Competition Commission of India (CCI).
CAM counselled Hindustan Unilever (HUL) in its proposed acquisition of 90.5% of the share capital in Uprising Science, which operates under the Minimalist brand name. The remaining 9.5% stake will be acquired from the founders within two years of the deal’s completion. On completion, this will be among the largest direct-to-consumer (D2C) transactions in India to date.
Partners Smruti Shah and Soumya Srivastava, who co-led the CAM team, told India Business Law Journal, “The acquisition of Minimalist by HUL is one of the largest acquisitions in 含羞草社区 startup ecosystem and the D2C sector.
“Considering that this is the biggest M&A deal of this year, it has been exciting for CAM to advise HUL from a corporate, antitrust and IP perspective on its journey of transforming its beauty and well-being portfolio through this acquisition. The exit by the founders and investors is proof that Indian startups can build real value while also achieving a global reputation in a short span of time and CAM is glad to have been a part of this impact ecosystem.”
Senior associate Priya Gupta as well as associates Samaksh Khanna and Keerthi Kumar assisted the CAM team. The due diligence, competition and intellectual property teams also provided support.
As part of the transaction, CAM conducted comprehensive due diligence on Minimalist and its subsidiaries, and advised on intellectual property matters, including structuring considerations. The team also drafted, reviewed, and negotiated the share purchase and subscription agreement.
Trilegal acted for Uprising Science and its founders Mohit Kumar Yadav and Rahul Yadav.
Partner Nikhil Sachdeva and counsel Meghmala Singh led the team with associates CN Yashwanth and Sidharth Pattnaik. The competition, labour and employment, and taxation teams also supported them.
IndusLaw advised Unilever Ventures, which is the venture capital arm of Unilever. Partner Rashi Saraf and principal associate Rohit Jain spearheaded the IndusLaw team.
Khaitan & Co acted for Peak XV Partners, Venture Investments VII and Surge Ventures II. The transaction team from Khaitan included partners Bharat Anand and Nidhi Killawala, along with counsel Mukul Aggarwal and senior associate Zeni Arora. The competition and antitrust team also assisted them.
As part of the transaction, all existing investors, including Unilever Ventures, will fully offload their holdings. The deal structure includes a secondary acquisition involving a INR27.6 billion purchase of shares from Rahul Yadav, Surge Ventures II, Peak XV Partners Venture Investments VII and Twenty Nine Capital Partners. The transaction also involves a primary cash infusion of INR450 million into Minimalist.
Minimalist, a rapidly growing digital-first, D2C brand, operates at the intersection of beauty and active-led science, offering skincare and haircare solutions with transparency and honesty under its HideNothing mission.
HUL is a fast-moving consumer goods company with more than 50 brands across a range of products from food and beverages to cleaning agents and personal care products.
