Cyril Amarchand Mangaldas advised Cerberus Capital Management, L.P. on the Indian legal aspects of its acquisition of a substantial part of the mechanical engineering division of Goodwin PLC for up to approximately £1.1 billion. The mandate spanned corporate, competition, real estate, employment, and tax workstreams, deploying one of the largest multi-practice teams CAM has fielded on a cross-border carve-out. The transaction is expected to close in Q1 2027, subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions.
Introduction
Cyril Amarchand Mangaldas advised Cerberus Capital Management, L.P. on the Indian legal aspects, alongside Davis Polk & Wardwell LLP as principal legal adviser to Cerberus, on its acquisition of a substantial part of the mechanical engineering division of Goodwin PLC, a UK-listed heavy engineering company with global operations, for up to approximately £1.1 billion, subject to customary adjustments.
The transaction includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group, and Goodwin’s Pump Division. The businesses provide proprietary design, advanced manufacturing, and engineering capabilities serving customers across aerospace and defence, nuclear, power, and mining.
CAM’s role focused on: (i) conducting due diligence on Goodwin Pumps India Private Limited, a wholly owned Indian subsidiary of Goodwin PLC; (ii) advising on the definitive documentation giving effect to the transaction, including intra-group restructuring documents; and (iii) advising on the transfer of the carved-out assets of Goodwin Pumps India Private Limited.
Deal Value
Cerberus Capital Management agreed to acquire a substantial part of the Mechanical Engineering Division of Goodwin PLC for a headline cash consideration of up to approximately £1.1 billion, subject to customary purchase price adjustments.
Legal Teams Involved
Cyril Amarchand Mangaldas — Indian Legal Counsel to Cerberus Capital Management, L.P.
Core Transaction Team
- Iqbal Khan — Senior Partner
- Ashid Basheer — Partner
- Pranav Tolani — Principal Associate
- Pranav Bajaj — Senior Associate
- Ishaan Kulshrestha — Associate
- Pratham Shah — Associate
Competition
- Avaantika Kakkar — Partner, Head – Competition
- Rajat Sharma — Principal Associate
Real Estate
- Harsha Sudhindra — Partner
- Esther Joshua Philip — Director – Real Estate
- Sruthi Ramesh — Associate
Employment
- Ankita Ray — Partner
- Soumyashree Chowdhury — Senior Associate
- Saksham Kumar — Associate
Tax
- Kunal Savani — Partner
- Vaibhav Zaveri — Consultant
Davis Polk & Wardwell — Principal Legal Adviser to Cerberus Capital Management, L.P.
Further details were not disclosed.
Significance and Impact
The acquisition is being made through Cerberus‘ Supply Chain strategy, which focuses on businesses that the firm views as important to the economic and national security of Western-allied countries. The Mechanical Engineering Division serves customers worldwide, including the UK, US, and Australian navies, and is a partner to the strategically important AUKUS programme.
From an Indian legal perspective, the transaction illustrates the complexity of cross-border carve-outs with multi-jurisdictional subsidiaries. CAM’s mandate included due diligence on Goodwin Pumps, a wholly owned Indian subsidiary of Goodwin; advising on the definitive documentation for the transaction, including intra-group restructuring documents; and advising on the transfer of the carved-out assets of Goodwin Pumps India.
Goodwin said the Mechanical Engineering division was a strong performer in its latest financial year, with revenues increasing by almost 39% in fiscal 2026. The breadth of CAM’s workstreams — spanning competition clearances, real estate, employment, and tax — underscores the regulatory intensity of defence-sector carve-outs touching Indian assets. Readers tracking advisory mandates on comparable transactions can refer to the Deal Meter for a broader market overview.
Cyril Amarchand Mangaldas advised Cerberus Capital Management, L.P. on the Indian legal aspects of its acquisition of a substantial part of the mechanical engineering division of Goodwin PLC for up to approximately £1.1 billion. With Davis Polk & Wardwell leading as principal international counsel, the transaction reflects the growing importance of dedicated Indian legal workstreams within large-scale global defence-sector M&A. The deal is expected to close in the first quarter of 2027, after regulatory approvals.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. It is based on the details provided and publicly available sources.
