Nature of the Event

This is a mandatory open offer made by Indo Borax and Chemicals Limited (Acquirer) along with Zenrock Chemicals Private Limited (Person Acting in Concert) to acquire up to 95,70,000 equity shares of Kronox Lab Sciences Limited, representing 25.79% of the voting share capital, at an offer price of ₹157.27 per share. The offer is made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Quantitative Figures

  • Offer Size: 95,70,000 equity shares (25.79% of voting capital)
  • Offer Price: ₹157.27 per share
  • Total Maximum Consideration: ₹150,50,73,900 (assuming full acceptance)
  • Underlying Transaction: Acquisition of 2,38,44,000 shares (64.26%) from promoters for ₹246,11,77,680 at ₹103.22 per share
  • Consultancy Fee: ₹6,30,00,000 payable by target company to sellers over 36 months
  • Effective Negotiated Price: ₹105.87 per share (including consultancy fee component)
  • Escrow Amount: ₹150,50,73,900 (100% of maximum consideration) deposited with Kotak Mahindra Bank

Dates of Action

  • Public Announcement: August 20, 2026
  • Detailed Public Statement: August 28, 2026
  • Draft Letter of Offer Filing: September 4, 2026
  • Underlying Transaction Completion: September 29, 2026
  • Identified Date: October 23, 2026
  • Tendering Period: November 6, 2026 to November 20, 2026
  • Payment Completion Deadline: December 7, 2026
  • Post-Offer Announcement: December 14, 2026

Parties Involved

Acquirer: Indo Borax and Chemicals Limited (CIN: L24100MH1980PLC023177)

PAC: Zenrock Chemicals Private Limited (CIN: U20110MH2025PTC445086)

Target Company: Kronox Lab Sciences Limited (CIN: L24117GJ2008PLC055460)

Sellers: Ketan Vinodchandra Ramani, Pritesh Vinodchandra Ramani, Jogindersingh Gianchand Jaswal

Manager to Offer: IIFL Capital Services Limited (SEBI Registration: INM000010940)

Registrar to Offer: KFin Technologies Limited

Escrow Bank: Kotak Mahindra Bank Limited

Financial and Operational Impact

  • Capital Structure Impact: Post-offer, Acquirer's holding will increase to 90.05% (from 64.26%), reducing public shareholding to 9.95%
  • Control Change: Acquirer has obtained sole control and reconstituted the board on September 29, 2026
  • Promoter Reclassification: Former promoters have been reclassified as public shareholders effective September 29, 2026
  • Minimum Public Shareholding: The Acquirer will ensure compliance with minimum 25% public shareholding requirement under Rule 19A of SCRR

Transaction Structure

The offer is being implemented through the stock exchange mechanism with BSE as the designated stock exchange. The acquisition window will be available during the tendering period for shareholders to tender their shares.

Conditions and Approvals

The offer is not conditional upon any minimum level of acceptance. No statutory approvals are currently required for the offer or underlying transaction, though the Acquirer reserves the right to withdraw if approvals become necessary later.

Tax Implications

Shareholders tendering shares may be subject to capital gains tax and securities transaction tax. The document provides detailed tax guidance for resident and non-resident shareholders, including applicable rates and withholding requirements.

Risk Factors

Key risks include potential delays in statutory approvals, withdrawal rights under Regulation 23, tax implications for shareholders, and the impact on minimum public shareholding requirements.

Documents Available for Inspection

The Letter of Offer lists 17 documents available for inspection at the Manager's office, including the share purchase agreement, escrow agreement, financial statements, and SEBI observation letter.

#KronoxLabSciences #IndoBorax #OpenOffer #SEBIDisclosure #TakeoverRegulations #M&A