Trilegal Advised Vesuvius Plc And Foseco India On Acquisition Of 75% Of Morganite Crucible (India) And Mandatory Open Offer
Trilegal advised Vesuvius Plc and Foseco India on acquisition of 75% of Morganite Crucible (India) and mandatory open offer
The leading law firm, in India, Trilegal advised Vesuvius Plc ("Vesuvius") and Foseco India Limited ("FIL"), an indirect subsidiary of Vesuvius listed on BSE and NSE, in connection with:
- (a) FIL’s acquisition of 75% of the total issued and paid-up equity share capital of Morganite Crucible (India) Limited (MCIL) from Morganite Crucible Limited and Morgan Terrassen B.V. (the Sellers), with consideration being the allotment of equity shares of FIL representing 15.27% of FIL’s total issued and paid-up equity share capital to the Sellers by way of preferential allotment; and
- (b) A mandatory open offer by FIL to acquire equity shares of MCIL from its public shareholders (Open Offer).
Trilegal’s scope of work included:
- (i) Structuring of the deal
- (ii) Undertaking legal due diligence on MCIL
- (iii) Reviewing, negotiating and finalising the definitive agreements
- (iv) Advising on the Open Offer and all aspects of the transaction
This acquisition formed part of Vesuvius Group’s larger cross-border acquisition of Morgan’s global molten metals systems business across China, Germany, the USA and India, with the Indian leg being the largest component of the overall transaction.
The Indian element involved a rare and complex swap of shares between two listed entities, requiring careful analysis of foreign exchange laws and the SEBI (ICDR) Regulations, particularly as the Sellers were persons resident outside India. Fluctuating prices of FIL and MCIL shares created valuation challenges that required constant monitoring.
The acquisition of MCIL triggered a mandatory open offer under the SEBI (SAST) Regulations. Additionally, the transaction required simultaneous closings across all jurisdictions, making coordination essential. The acquisition of MCIL shares and the allotment of FIL shares were completed on 12 November 2025. The deal value for the Indian leg stands at INR 872 crore, including INR 218 crore for the Open Offer, assuming full acceptance.
The Trilegal Corporate team was led by Ashwyn Misra (Partner) and Deep Choudhuri (Partner), supported by Teeshta Bissa (Senior Associate), Jatin Sharma (Senior Associate), Shebani Bhargava (Senior Associate), Isha Sen (Associate), Medha Nagpal (Associate), Anuraag Pillai (Associate) and Niti Gosrani (Associate).
The Trilegal Employment team was led by Kanishka Maggon (Partner), supported by Shobhna Lochan (Associate).
The Trilegal Real Estate team was led by Monika Bhonsale (Partner), supported by Maithili Vagal (Counsel).
The Trilegal Secretarial & Compliance team was led by Sampath Kumar (Partner), supported by Denzil Rodrigues (Principal Consultant), Soumya Kapoor (Senior Consultant) and Sakshi Bahadur (Consultant).
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