Saraf Partners: Advises Eternal Limited on AdOnMo Mygate Merger

• Digital advertising platform AdOnMo and community management platform Mygate are merging in an all-stock deal valued at approximately ₹3,500 crore.
• The transaction involves a share swap where Eternal Limited, AdOnMo's largest investor, and other AdOnMo investors will receive an equity stake in Mygate.
• Saraf and Partners advised Eternal Limited, with Vaibhav Kakkar, Sahil Arora, and Keshav Pareek leading the team.
• Anoma Legal acted as legal advisor for Mygate and its founders, while Kaizen Law advised AdOnMo and its founders.
• The merger aims to provide residential communities with integrated management tools, digital infrastructure, and new monetization opportunities.

The complex legal architecture of this "AdOnMo Mygate merger" necessitated the involvement of several prominent legal firms, underscoring the specialized expertise required for "India tech M&A legal advisors."

Digital advertising platform AdOnMo and community management service Mygate are poised to merge, forming a combined entity valued at approximately ₹3,500 crore. This significant consolidation in the Indian tech landscape will proceed as an all-stock transaction, structured around a comprehensive share swap arrangement. The definitive agreements for this transaction have already been executed by all involved parties, including Eternal Limited, AdOnMo, Mygate, and their respective shareholders.

The intricate share swap mechanism involves Eternal Limited, formerly known as Zomato Limited, which stands as AdOnMo's largest financial backer. Under the terms of the agreement, Eternal Limited, alongside other key investors in AdOnMo, will transfer their existing shareholdings in AdOnMo to Mygate. In exchange for these transferred shares, the AdOnMo investors will receive an equity stake in Mygate, effectively integrating their interests into the newly combined enterprise. This strategic move aims to consolidate their market positions and leverage complementary strengths.

The complex legal architecture of this "AdOnMo Mygate merger" necessitated the involvement of several prominent legal firms, underscoring the specialized expertise required for "India tech M&A legal advisors." Saraf and Partners provided comprehensive legal counsel to Eternal Limited, advising on every facet of the transaction. The team from Saraf and Partners was spearheaded by Senior Partner Vaibhav Kakkar, alongside Partners Sahil Arora and Keshav Pareek, with crucial support from Associates Samiksha Bhargava and Devansh Sehgal. Their involvement highlights the firm's role in guiding major investors through intricate corporate maneuvers.

Further legal representation was provided by Anoma Legal, which acted as the legal advisor for Mygate and its founders. Concurrently, Kaizen Law served as the legal advisor for AdOnMo and its founders. The engagement of these distinct legal teams for the various parties involved in the "Eternal Limited AdOnMo Mygate share swap" demonstrates the multi-faceted legal considerations inherent in such a high-value, all-stock merger within the rapidly evolving Indian technology sector.

The strategic rationale behind the AdOnMo Mygate merger centers on creating a more robust and integrated offering for residential communities. Mygate currently delivers a suite of essential services, including visitor management, security protocols, financial and accounting solutions, and community engagement tools, to an extensive network of 30,000 residential communities, collectively serving over six million households. This broad reach provides a strong foundation for the combined entity.

AdOnMo, on the other hand, operates a significant digital advertising network, comprising more than 55,000 cloud-connected screens distributed across 27 cities. The proposed consolidation is designed to equip Resident Welfare Associations (RWAs) with enhanced community management tools and a sophisticated digital infrastructure. This integrated platform will facilitate improved resident communications and unlock new avenues for the monetization of common areas within these residential complexes, thereby creating a synergistic ecosystem for both platforms.

Lawyers and firms engaged in M&A in India can use this as a reference for active legal advisors and specific partners involved in significant digital platform mergers. It highlights the legal teams handling complex share swap arrangements and high-value transactions in the tech sector, useful for competitive intelligence or identifying potential co-counsel.

Source: Original reporting via Bar & Bench