Amazon Urges Sebi Not To Issue NOC For $3.4 Bn Future-Reliance Deal

Equipped with the notice from the Delhi High Court, Amazon has sent another letter to the Securities and Exchange Board of India (Sebi), requesting it not to issue a ‘no-objection certificate’ (NOC) to the $3.4 billion Future Retail-Reliance Industries deal and suspend the review immediately. The Jeff Bezos-led e-commerce giant has further urged the markets regulator to direct the Indian Stock Exchanges to not to issue no-objection or approval letter to Future Retail.

“In view of the directions in the operative part of the Interim Award, we request your good offices to take action by inter alia: (i) suspending review of the impugned transaction as well as the scheme involving the impugned transaction, and not granting any no-objection in relation to the same; and (ii) directing the Indian Stock Exchanges not to issue any no-objection/approval letter to FRL,” said Amazon in the letter.

The letter dated January 14, 2021 has been addressed to Ajay Tyagi, chairman, Sebi and a copy of which has been seen by Business Standard.

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The Delhi High Court (HC) on Wednesday served a notice on Future Retail (FRL), Reliance Retail, and the Biyanis, seeking their views on a plea by Amazon against some of the observations by a single judge Bench in a December 21, 2020, interim order.

“The Division Bench has accepted the appeal seeking to set aside the observations in the single judge order,” said the new letter.

The letter said thus, the validity of the prima facie observations contained in the single judge order is presently sub-judice before the Division Bench.

“In light of this, we request you not to assist FRL in violating the process of law and disregarding the Interim Award, which is a deemed to be an order of a Civil Court under the Code of Civil Procedure, 1908,” said the letter. “We hope that your good offices will give due credit to the injunctions operating against FRL and follow the rule of law.”

Despite the unequivocal and clear directions in the single judge order, Amazon said in the letter that it is shocking that FRL has been relying on some prima facie observations in the said order to misconstrue the true import of the single judge order.

The letter said “shocked and aggrieved” by FRL’s blatant attempts to “mislead” Indian regulators, and the general public, by relying on certain prima facie observations in the single judge order, Amazon has been constrained to file an Appeal before the Division Bench of the Delhi High Court, seeking to set aside these prima facie observations in the single judge order.

In December 2020, the Delhi HC refused to restrain Amazon from interfering in FRL’s deal with Reliance Retail by writing to the statutory authorities. The order was pronounced by a single judge Bench in the suit by FRL after an EA (Emergency Arbitrator) of the SIAC (Singapore International Arbitration Centre) restrained Future Group from taking any steps in furtherance of the transaction with Reliance Retail.

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The Delhi HC, prima facie, found that the suit filed by FRL was maintainable, the EA was valid, and that FRL’s resolution approving the transaction with Reliance was also valid. The court opined that it was ‘a matter of trial’ to determine whether Amazon’s case outweighed FRL’s claim and for now, it was for the statutory authorities (or) regulators to come to their own right conclusion.

Amazon then this week filed an appeal before a Division Bench of the Delhi High Court against some of the observations by the single judge Bench in a December 21, 2020, interim order. On Wednesday, a Division Bench of Chief Justice D N Patel and Justice Jyoti Singh heard the appeal. They have granted time to FRL, Reliance Retail, and other respondents to file their response to the appeal. The court has issued notice in the matter and listed it for further hearing on February 12.

In August 2020, Future Group struck a $3.4-billion asset sale deal with Reliance Industries (RIL). Amazon then sent a legal notice to Future, alleging the retailer’s deal breached an agreement with the American e-commerce giant.