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The case starts from a hostile bid to takeover by a large cement manufacturing firm to acquire another large firm a conglomerate that has the largest cement production capacity. The acquiring firm interested in only cement business makes a proposal to demurrage the conglomerate. This raises the question of how to value different businesses of a composite entity. It sets a long process of negotiations of where the value of business changes continuously and substantially. The prolonged process results turning the hostile takeover bid into a negotiated deal and two open offers - one failed and other successful. The negotiated deal also involved innovative ways to share capital restructuring focussing on controlling stakes and participating stakes. The case is aimed at post graduate students of management seeking specialisation in finance apt for applying valuation techniques and deal structuring.