Dalmia-Jaypee deal stalls amidst ongoing talks and legal disputes

26 Mar 2024 CW Team

In December 2022, Dalmia Cement, a wholly-owned subsidiary of Dalmia Bharat, entered into a binding framework agreement to acquire clinker, cement, and power plants from Jaiprakash Associates and its subsidiary. These plants have a total cement capacity of 9.4 million tonnes (mt), with an enterprise value of Rs 56.66 billion.

From its commencement, the deal has been fraught with concerns, prompting Dalmia Cement to structure it into three parts. One segment of the deal encompasses JP Super Cement, valued at an enterprise value of Rs 15 billion, along with associated costs and expenses totaling Rs 1.9 billion.

Presently, Jaiprakash Associates is entangled in arbitration with UltraTech Cement concerning the assets of Dalla Super Cement (formerly JP Super Cement) in Uttar Pradesh, which forms part of the third tranche of the agreement with Dalmia. UltraTech Cement, in its recent quarterly update, indicated that the arbitration proceedings are ongoing.

Given that the arbitration has been in progress since December 2022, the remaining two tranches of Dalmia's agreement with Jaypee are now awaiting clarification from lenders, as per sources familiar with the matter. Reports from the media suggest that Jaypee group lenders have been engaged in discussions with NARCL to divest their entire debt exposure pertaining to various Jaiprakash Associates businesses, including cement. Should a successful agreement be reached, it remains uncertain whether NARCL will honour the pact signed between Jaiprakash Associates and Dalmia Cement.

Puneet Dalmia, managing director and chief executive officer of the company, highlighted during a call with analysts in January that efforts are underway to conclude the proposed Jaypee acquisition by the end of the March 2024 quarter. However, this timeline has already been revised. To date, the company has not issued an update regarding the finalization of the deal.

The acquisition, encompassing assets in Madhya Pradesh, Uttar Pradesh, and Chhattisgarh, is anticipated to facilitate Dalmia's expansion into India's central markets and contribute to Dalmia's objectives of enhancing capacity to 75 mt by FY27 and 110-130 mt by FY31. As of December 2023, the company operates with a capacity of 44.6 mt.

The conclusion of the Dalmia-Jaypee deal is currently being impeded by ongoing deliberations between lenders linked to the Jaypee group and the National Asset Reconstruction Company Limited (NARCL). Additionally, a separate arbitration between Jaiprakash Associates and UltraTech Cement is contributing to the delay. In December 2022, Dalmia Cement, a wholly-owned subsidiary of Dalmia Bharat, entered into a binding framework agreement to acquire clinker, cement, and power plants from Jaiprakash Associates and its subsidiary. These plants have a total cement capacity of 9.4 million tonnes (mt), with an enterprise value of Rs 56.66 billion. From its commencement, the deal has been fraught with concerns, prompting Dalmia Cement to structure it into three parts. One segment of the deal encompasses JP Super Cement, valued at an enterprise value of Rs 15 billion, along with associated costs and expenses totaling Rs 1.9 billion. Presently, Jaiprakash Associates is entangled in arbitration with UltraTech Cement concerning the assets of Dalla Super Cement (formerly JP Super Cement) in Uttar Pradesh, which forms part of the third tranche of the agreement with Dalmia. UltraTech Cement, in its recent quarterly update, indicated that the arbitration proceedings are ongoing. Given that the arbitration has been in progress since December 2022, the remaining two tranches of Dalmia's agreement with Jaypee are now awaiting clarification from lenders, as per sources familiar with the matter. Reports from the media suggest that Jaypee group lenders have been engaged in discussions with NARCL to divest their entire debt exposure pertaining to various Jaiprakash Associates businesses, including cement. Should a successful agreement be reached, it remains uncertain whether NARCL will honour the pact signed between Jaiprakash Associates and Dalmia Cement. Puneet Dalmia, managing director and chief executive officer of the company, highlighted during a call with analysts in January that efforts are underway to conclude the proposed Jaypee acquisition by the end of the March 2024 quarter. However, this timeline has already been revised. To date, the company has not issued an update regarding the finalization of the deal. The acquisition, encompassing assets in Madhya Pradesh, Uttar Pradesh, and Chhattisgarh, is anticipated to facilitate Dalmia's expansion into India's central markets and contribute to Dalmia's objectives of enhancing capacity to 75 mt by FY27 and 110-130 mt by FY31. As of December 2023, the company operates with a capacity of 44.6 mt.