Firm Matters

Khaitan & Co advised the Amran/Narayan Group (including its founder shareholders and members and affiliates of the Shah family) on Standex International Corporation’s (NYSE: SXI) (“Standex”) landmark two-stage cross-border acquisition of Amran, LLC (operating as Amran Instrument Transformers) (“Amran”) and Narayan Powertech Pvt Limited (“Narayan”).

The acquisition involved parallel transactions in the United States and India which, together, constituted the largest acquisitions in Standex’s history.

At first closing, Standex acquired 100% of Amran at the US level and, through its wholly owned Singapore subsidiary, Mold-Tech Singapore Pte. Ltd. (“Mold-Tech”), acquired 90.1% of Narayan at the India level. The two transactions closed simultaneously and were announced at a combined enterprise value of approximately US$462 million. The consideration for Amran comprised 85% cash and 15% Standex common stock, while the initial acquisition of 90.1% of Narayan was completed for cash consideration of approximately US$262 million. At second closing, Mold-Tech acquired the remaining 9.9% interest in Narayan for approximately US$64 million in cash and this completed Standex’s acquisition of 100% ownership of both Amran and Narayan.

The Firm acted as Indian legal counsel to the Amran/Narayan Group and its founder shareholders across both stages of the transaction.

The firm advised on:

• Indian-law transaction structuring and implementation;
• Indian foreign-exchange regulations and RBI-related matters;
• Indian competition-law analysis and merger-control approvals;
• Indian tax structuring and advisory;
• drafting, reviewing and negotiating the Indian-law aspects of the transaction documents;
• corporate governance and shareholder arrangements;
• closing mechanics and coordination across the parallel U.S. and Indian transactions; and
• post-closing regulatory and corporate filings.

Other Advisers

Lexygen – Indian legal counsel to Standex

Foley Hoag LLP – U.S. legal counsel to Standex

Shugarman Advisors – U.S. competition and antitrust counsel to Standex

Chamberlain Hrdlicka / Bradley Arant Boult Cummings LLP – U.S. legal counsel to the Amran/Narayan Group

Strategic Significance

Amran and Narayan are leading manufacturers of custom-engineered low- and medium-voltage instrument transformers for electrical-grid applications, including smart-grid infrastructure, data centres and renewable-energy systems. Their products have been installed in more than 50 countries.

At the time of the original acquisition, Standex reported that the Amran/Narayan Group had grown its revenue at an approximately 30% compound annual growth rate during the preceding three years and was expected to generate approximately US$100 million of revenue in calendar year 2024, with an adjusted EBITDA margin exceeding 40%.

Standex described the acquisition as immediately accretive to revenue growth, EBITDA margin, operating margin, earnings per share and free cash flow. The acquisition substantially expanded Standex’s presence in the high-growth electrical-grid market, strengthened its engineering and manufacturing capabilities in India, and increased its exposure to structural growth drivers including grid modernisation, infrastructure expansion and rising data-centre demand.

The businesses have since been brought together under Standex Grid, one of the three principal divisions within Standex Electronics. Standex Grid combines Amran’s and Narayan’s complementary capabilities to offer a broader portfolio of current and voltage transformers, bushings, insulation systems and related grid solutions to utilities, original equipment manufacturers and energy-infrastructure customers globally.

About Standex International Corporation

Standex International Corporation is a Delaware-incorporated, NYSE-listed diversified industrial manufacturer headquartered in Salem, New Hampshire. It currently operates through four reportable business segments: Electronics, Aerospace & Defense, Scientific, and Engraving & Hydraulics, with operations across the United States, Europe, Canada, Japan, Singapore, Mexico, Turkey, India and China.

The acquisition materially increased the scale and strategic importance of Standex’s Electronics segment. The Amran and Narayan businesses now operate within Standex Grid, which provides instrument transformers and grid solutions supporting power distribution, measurement, monitoring and energy-infrastructure modernisation.

About the Amran/Narayan Group

The Amran/Narayan Group comprises Amran, LLC, a Texas limited liability company operating as Amran Instrument Transformers; Narayan Powertech Private Limited, headquartered in Gujarat, India; and their Indian joint venture, Amtran Magnetics Private Limited.

Although held through separate U.S. and Indian legal entities, the businesses operated under common management and were controlled by members or affiliates of the Shah family. They shared complementary product portfolios, a common customer-focused approach to product development, and manufacturing and engineering capabilities across the United States and India.

The Group designs and manufactures low- and medium-voltage instrument transformers and related products in partnership with original equipment manufacturers for use in electrical grids, smart-grid infrastructure, data centres and renewable-energy systems.