01 Dec 2025
Trilegal advised Vesuvius Plc (Vesuvius) and Foseco India Limited (FIL), an indirect subsidiary of Vesuvius and listed on BSE Limited and the National Stock Exchange of India Limited, in connection with: (a) FIL’s acquisition of 75% of the total issued and paid-up equity share capital of Morganite Crucible (India) Limited (MCIL), a company listed on BSE Limited, from Morganite Crucible Limited and Morgan Terrassen B.V. (Sellers), the erstwhile promoters of MCIL, with consideration for the acquisition being the allotment of equity shares of FIL, representing 15.27% of the total issued and paid-up equity share capital of FIL, to the Sellers by way of preferential allotment; and (b) a mandatory open offer by FIL to acquire equity shares of MCIL from its public shareholders (Open Offer).
Trilegal’s scope of work included: (i) structuring of the deal; (ii) undertaking legal due diligence on MCIL; (iii) reviewing, negotiating and finalising the definitive agreements; and (iv) advising on the Open Offer and all aspects of the transaction.
This acquisition aligned with the larger cross-border acquisition of Morgan’s global molten metals systems business across China, Germany, the USA and India, by Vesuvius Group, with India accounting for the largest share of the overall deal. This acquisition aims to expand the Vesuvius Group’s Foundry business into the faster-growing non-ferrous market segment and to India.
The Indian leg involved a rare and complex swap arrangement with respect to shares of two listed entities. Given that the Sellers were persons resident outside India, the structure required careful consideration of the interplay between the Indian foreign exchange regulations and the SEBI (ICDR) Regulations. Additionally, the fluctuating trading status of the FIL and MCIL shares gave rise to additional valuation complexities that required careful and ongoing analysis. Further, the acquisition of shares of MCIL triggered a mandatory open offer for MCIL’s shares under the SEBI (SAST) Regulations. The transaction was also structured to ensure that closings across all jurisdictions occurred simultaneously, adding an additional layer of complexity that had to be carefully coordinated and crafted in advance.
The underlying transaction involving the acquisition of shares of MCIL and the allotment of shares of FIL was completed on 12 November 2025. Further, the deal value of the Indian leg of the transaction is INR 872 crore (including INR 218 crore for the Open Offer, assuming full acceptance).
The Trilegal Corporate team advising on the matter was led by Partner: Ashwyn Misra and Deep Choudhuri; and supported by Senior Associates: Teeshta Bissa, Jatin Sharma and Shebani Bhargava; and Associates: Isha Sen, Medha Nagpal, Anuraag Pillai and Niti Gosrani.
The Trilegal Employment team advising on the matter was led by Partner: Kanishka Maggon; and supported by Associate: Shobhna Lochan.
The Trilegal Real Estate team advising on the matter was led by Partner: Monika Bhonsale; and supported by Counsel: Maithili Vagal.
The Trilegal Secretarial and Compliance team advising on the matter was led by Partner: Sampath Kumar; and supported by Principal Consultant: Denzil Rodrigues; Senior Consultant: Soumya Kapoor; and Consultant: Sakshi Bahadur.
About Trilegal
Trilegal is a leading full-service law firm in India with over 25 years of experience, trusted for its in-depth expertise and client-centric approach. The firm advises a diverse set of clients, including Fortune 500 companies, global investment funds, major Indian conglomerates, domestic and international banks, technology and media giants, family offices, and high-net-worth individuals. With 150 partners operating under a distinctive lockstep model, Trilegal is the largest equity partnership in the country. The firm retains over 1,200 professionals across Mumbai, Delhi, Bengaluru, and Gurugram offices.
Trilegal has consistently been recognised among India’s top-tier firms in leading legal directories such as Chambers & Partners (Asia Pacific and Global), Legal 500 Asia Pacific, and Benchmark Litigation. It has also earned several prestigious accolades, including being named Best Overall Law Firm by India Business Law Journal (IBLJ) 2025, Innovative Lawyers in Disputes & Crisis Management by the Financial Times (FT) Innovative Lawyers Asia-Pacific Awards in 2025, M&A Firm of the Year by IFLR Asia-Pacific in 2024, Law Firm of the Year by Deal Volume at the VCCircle Awards in 2024.
For more information, please get in touch with Prakruti Jani | Mob: +91-9867868976 | BD@trilegal.com
Under the rules of the Bar Council of India, Trilegal is prohibited from soliciting work or advertising in any form or manner. By accessing this website, www.trilegal.com, you acknowledge that:
We prioritize your privacy. Before proceeding, we encourage you to read our privacy policy, which outlines the below, and terms of use to understand how we handle your data:
For more information, please read our terms of use and our privacy policy.
