*Sara Lee Corp *has agreed to sell its stake in *Godrej Sara Lee *to *Godrej
Consumer Products Ltd.* for Rs.1105 crore ($234mn).

The transaction is expected to be closed before July 3, 2010. Sara Lee held
51% in the JV while GCPL holds the rest. The deal values the company at 15
times earnings.

Post this transaction GCPL will become the largest Indian-origin FMCG
company in India.

*HSBC *advised GCPL on the transaction.

 Transaction Note


Godrej has been trying to buyout Sara Lee’s stake in the JV for more than a
year. Sara Lee is selling the stake as it is exiting all businesses to focus
on food and beverage business. It has already sold its air care business
(Ambi Pure) to *P&G *and body and personal care business to *Unilever *
worldwide.

The JV holds rights to market all the existing brands in India, including
the ones now owned by P&G and Unilever worldwide.

Sara Lee is now trying to sell remainder of the Household care business,
which includes shoe care, non-Indian insecticides and certain non-European
cleaning brands. Godrej is interested in buying these businesses worldwide.

Godrej is in talks with PE funds to partly finance this acquisition. It is
planning to raise a total of Rs.3000 crore through debt and equity. Godrej
has also acquired personal care company Tura in Negeria and Megasari Makmur
in Indonesia recently.

-- 
Regards

Hardik Shah

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