Nature of Disclosure: This is a regulatory filing submitted by Axis Capital Limited, the Manager to the Open Offer, to BSE Limited. It serves as the Pre-Offer Advertisement and a Corrigendum to the Detailed Public Statement for a mandatory open offer for the shares of Novartis India Limited.

Parties Involved:

  • Acquirers: WaveRise Investments Limited (Acquirer 1), ChrysCapital Fund X (Acquirer 2), and Two Infinity Partners (Acquirer 3).
  • Persons Acting in Concert (PACs): ChrysCapital X, LLC (PAC 1) and OceanEdge Investments Limited (PAC 2).
  • Manager to the Offer: Axis Capital Limited.
  • Registrar to the Offer: MUFG Intime India Private Limited.
  • Target Company: Novartis India Limited.
  • Seller: Novartis AG.

Offer Details:

  • The open offer is for the acquisition of up to 64,19,608 fully paid-up equity shares of Novartis India Limited.
  • This represents 26% of the voting share capital of the Target Company.
  • The face value of each share is INR 5.
  • The Offer Price is INR 860.64 per share, payable in cash.
  • The offer is made to "Public Shareholders," defined as all equity shareholders excluding the promoter (Novartis AG), promoter group, the Acquirers, the PACs, parties to the Share Purchase Agreement (SPA), and their persons acting in concert.

Regulatory Context: The offer is a mandatory open offer made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"). It is triggered by the execution of an SPA to acquire 1,74,50,680 equity shares, representing 70.68% of the voting share capital and control of Novartis India from Novartis AG.

Key Dates & Schedule:

  • Identified Date: Wednesday, May 27, 2026 (used to determine shareholders for dispatch of the Letter of Offer).
  • Tendering Period: From Thursday, June 11, 2026, to Wednesday, June 24, 2026 (10 working days).
  • Last Date for Payment/Refund: Thursday, July 9, 2026.
  • The schedule has been revised from earlier indicative timelines, with the final SEBI observation letter received on May 25, 2026.

Independent Directors Committee (IDC) Recommendation:

  • The IDC of Novartis India approved its recommendation on Thursday, June 4, 2026, which was published on Saturday, June 6, 2026.
  • The IDC, after reviewing the Public Announcement, Detailed Public Statement, Letter of Offer, and a valuation report from ARCH and Associates, Chartered Accountants, concluded that the offer price of INR 860.64 is in accordance with SEBI (SAST) Regulations and is "fair and reasonable from the perspective of the regulatory pricing framework."
  • The IDC unanimously recommended the offer to public shareholders.
  • The IDC highlighted that the closing market price on BSE on June 4, 2026, was INR 1,351.20, which is higher than the Offer Price.
  • Shareholders are advised to evaluate the offer independently.

Procedure for Tendering Shares:

  • The Letter of Offer has been dispatched to shareholders registered as of the Identified Date (May 27, 2026).
  • Shareholders who have not received the Letter of Offer can download the Form of Acceptance-cum-Acknowledgement from the websites of SEBI (www.sebi.gov.in), the Registrar (https://in.mpms.mufg.com), the Manager (https://www.axiscapital.co.in/), or BSE (www.bseindia.com).
  • They can also submit an application on plain paper with required details to the Registrar before the Tendering Period closes.
  • Detailed procedures for tendering shares held in both physical and dematerialized form are outlined in Section IX of the Letter of Offer.

Other Material Information:

  • No Competing Offer: There is no competing offer, and the deadline for making one has expired.
  • No Minimum Acceptance: The offer is not conditional upon any minimum level of acceptance.
  • No Delisting Intention: The Acquirers and PACs have no intention to delist the Target Company.
  • Post-Offer Promoter Status: Upon consummation of the transaction, Acquirer 1 and Acquirer 2 will become the promoters of Novartis India. Acquirer 3 will be classified as part of the 'promoter group'.
  • Corrigendum Purpose: This advertisement serves as a corrigendum to the Detailed Public Statement, incorporating material changes suggested by SEBI in its observation letter dated May 25, 2026, and other updates since the initial announcement.

Financial Impact: The financial impact is quantified. The total maximum outflow for the Acquirers, if the offer is fully subscribed, would be INR 860.64 * 64,19,608 shares.

#Tags: #NovartisIndia #OpenOffer #SEBIDisclosure #RegulatoryCompliance #M&A #Neutral