Besides Binny Bansal, the other minority shareholders include Tiger Global, Microsoft and Tencent Holdings.
Similarly, minority investors holding 60% of Flipkart shares and acting together will have veto rights to prevent significant transactions involving Flipkart while investors holding 40% shares will have veto rights to prevent certain transactions between Flipkart and Walmart.
Walmart added that no party will pay any termination fee to Flipkart if it does not go ahead with a share issuance or purchase agreement with the e-commerce firm. It is now only a matter of time for the deal to finish as it awaits the clearance from India's anti-trust regulator hence expected to close later this year. According to the filing, the Flipkart board will initially have eight directors, five of which would be appointed by Walmart.
The filing also says that there are no termination fees linked to the deal.
Moreover, Bentonville, Arkansas-based USA retailer said in the filing that it has the right to appoint or change chief executive or other principal executives of the country's largest e-commerce company.
Walmart or its units could also ask Flipkart to issue new ordinary shares of up to $3 billion before the close of the "transactions and on or before the first anniversary of the closing".
Walmart said it can, in future, reconstruct a board member together with the approval of the majority of those Flipkart supervisors.
Interestingly, Walmart also has the right to appoint or replace the Chief executive or other principal executives of the Flipkart group of companies, subject to consultation rights of the Flipkart board and the founder Binny Bansal.
However, co-founder Sachin Bansal has announced his exit from Flipkart and is said to have sold his entire stake in the company to Walmart.
The minority shareholders of Flipkart will be able to exercise a conditional right of veto over "specified decisions relating to Flipkart's business and activities", the filing said but did not spell out the details. Walmart's filing assumes significance at a time when Flipkart's key shareholder, Japanese internet and telecoms giant, Soft-Bank, is undecided about the sale of its shares. The right of first refusal for the minority shareholders will expire if Walmart owns 85 per cent of the outstanding Flipkart shares.
In case, SoftBank decides not to sell, Walmart would be left with about 55 per cent of Flipkart. SoftBank's Masayoshi Son will take a call in the next 7-10 days on whether to exit India's biggest online retailer or stay invested for some more time, they said.
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