Aditya Birla Fashion and Retail (ABFRL)  has entered into definitive agreements to acquire TCNS Clothing, the owner of ethnic brands, incluidng W, Aurelia, Wishful, Folksong and Elleven. 

This transaction with be carried out in two stages. First, ABFRL will acquire the founding promoter’s stake through a SPA and a conditional public open offer. This will be followed by a merger between the two entities. 

The value of the promoter stake and open offer consideration for TCNS is ₹1,650 crore for a 51 per cent stake, making this one of the largest deals in the Indian fashion space.

Kumar Mangalam Birla, Chairman, Aditya Birla Group, said, “This deal is yet another marker of the Aditya Birla Group’s faith in the dynamism and buoyancy of the Indian consumer economy. As India stands on the cusp of a multi-decadal consumption boom, ABFRL is a forerunner in shaping the fashion landscape of our vibrant nation. For ABFRL, the TCNS deal is indeed a significant milestone as it complements our existing portfolio of exceptional brands across the entire spectrum of Indian fashion.”

Over the last 5 years, ABFRL has built its ethnic portfolio through strategic and calibrated actions. With this acquisition, ABFRL’s ethnic wear portfolio is expected to reach ₹5,000 crore in the next three years.

As part of the transaction, ABFRL will make a conditional open offer to acquire up to a 29 per cent stake at ₹503 per share from public shareholders and acquire the remaining stake from the founder promoters to reach an overall shareholding of 51 per cent in TCNS. TCNS shares closed at ₹520 a piece on Friday on BSE. 

TCNS will be amalgamated with ABFRL under the merger scheme wherein public shareholders of TCNS (as on effective date) will receive 11 shares of ABFRL for every 6 shares they hold in TCNS.

The transaction is subject to customary regulatory approvals from the Competition Commission of India, SEBI, Stock Exchanges, and the National Company Law Tribunal.

About ABFRL

ABFRL is part of a leading Indian conglomerate, the Aditya Birla Group. With revenue of ₹8,136 crore spanning retail space of 9.2 million sq. ft. (as on March 31, 2022), it is India’s first billion-dollar pure-play fashion powerhouse with an elegant bouquet of leading fashion brands and retail formats.

The company has a network of 3,468 stores across approximately 28,585 multi-brand outlets with 6,515 points of sales in department stores across India (as on March 31, 2022).

ABFRL’S foray into branded ethnic wear includes brands such as Jaypore, Tasva & Marigold Lane. The company has strategic partnerships with Designers ‘Shantanu & Nikhil’, ‘Tarun Tahiliani’, ‘Sabyasachi’ and ‘House of Masaba’.

TCNS  designs, manufactures, markets and retails a wide portfolio of women’s branded apparel across multiple brands. Its product portfolio includes top-wear, bottom-wear, drapes, combination sets and accessories that cater to a wide variety of the wardrobe requirements of the Indian woman, including everyday wear, casual wear, work wear and occasion wear. It sells its products across India and through multiple distribution channels. As of March 31, 2023, it sold its products through 650+ exclusive brand outlets, 2,300+ large format store outlets and 1100+ multi-brand outlets in 29 states and two union territories in India. It also sells its products through exclusive brand outlets in Nepal, Mauritius and Sri Lanka, and products are available in select countries through the brand websites.

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