Cyril Amarchand Mangaldas Advises on Acquisition of Harappa Learning by upGrad

Cyril Amarchand Mangaldas advised online learning platform Harappa Learning Private Limited (Harappa) and its founders Mr. Pramath Raj Sinha and Ms. Shreyasi Singh, on acquisition of majority stake in Harappa by upGrad Education Private Limited (upGrad), in a multistage transaction aggregating to INR 300 crores (approx.).

Cyril Amarchand Mangaldas advised Harappa and the founders for the transaction and assisted with reviewing, negotiating, and finalizing the transaction documents. The transaction team was led by Ritika Rathi, Partner; with support from Sreetama Sen, Principal Associate; Nooreen Haider, Senior Associate; Bhadra Nair, Associate; Shubhi Agrawal, Associate.

Gyanendra Kumar, Partner; supported the team on merger structuring related advisory.

The employee stock options related advisory, and documentation was undertaken by Bharath Reddy, Partner; Srishti Aishwarya, Principal Associate; and Sudipta Lenka, Associate.

The Employment related advisory was undertaken by Rashmi Pradeep, Partner; and Ankita Sharma, Senior Associate; and Anushka Dua, Associate.

Tax related advisory was undertaken by S.R. Patnaik, Partner (Head -Taxation); and Shivam Garg, Senior Associate.

The privacy law related advisory was undertaken by Anirban Mohapatra, Partner.

As a part of the Transaction, upGrad is to acquire the stake by way of a share purchase from the founders of Harappa, and a share swap with the majority shareholder of Harappa, Bodhi Tree Systems VCC (Bodhi Tree). Post first closing of the transaction, Harappa will be merged into and with upGrad.

Other Parties and Advisors to the transaction included E&Y (Acted as transaction advisors and tax advisors to Harappa and its founders); Transaction Square (Acted as tax advisors to upGrad); and PwC (Acted as tax advisors to Bodhi Tree).

The transaction was signed on July 15, 2022; and the first closing is expected by end of August 2022.