Friday, February 20: Shares of Novartis India Limited remain in focus after WaveRise Investments Limited and its consortium partners announced a mandatory open offer following their agreement to acquire a controlling stake from Novartis AG.
The open offer has been triggered under the SEBI (SAST) Regulations after the consortium signed a share purchase agreement dated February 19, 2026, to acquire 1,74,50,680 equity shares, representing 70.68% of the company’s equity share capital.
Open offer details
The consortium, comprising WaveRise Investments Limited, ChrysCapital Fund X and Two Infinity Partners, has proposed to acquire up to 64,19,608 fully paid-up equity shares, representing 26% of the voting capital, from public shareholders.
The offer price has been fixed at Rs 860.64 per share, translating to a total consideration of Rs 552.49 crore, payable in cash. The face value of each share is Rs 5. The pricing has been determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, considering the frequently traded status of the stock.
Underlying transaction structure
Under the primary transaction, the acquisition is structured as follows:
WaveRise Investments will acquire 1,39,38,382 shares (56.45%) at Rs 860.64 per share.
ChrysCapital Fund X will acquire 25,47,189 shares (10.32%) at Rs 701.25 per share.
Two Infinity Partners will acquire 9,65,109 shares (3.91%) at Rs 701.25 per share.
The total consideration for the underlying transaction stands at approximately Rs 1,445.89 crore, subject to adjustments under the share purchase agreement.
Regulatory and ownership implications
WaveRise Investments Limited, being a person resident outside India, has structured the transaction in compliance with FEMA NDI Rules. Under existing norms, foreign investors can acquire up to 74% stake in brownfield pharmaceutical companies under the automatic route. The acquirers have confirmed that aggregate foreign investment will remain within permissible limits.
Axis Capital Limited has been appointed as the manager to the open offer. The detailed public statement is expected to be published within five working days of the public announcement, on or before February 26, 2026.
Post-transaction shareholding scenarios
If the open offer receives full acceptance, the consortium’s combined holding could rise to 96.68%, with WaveRise at 72.78%, ChrysCapital Fund X at 17.33% and Two Infinity Partners at 6.57%.
If no shares are tendered in the open offer, the consortium will hold 70.68% collectively.
Following completion, Novartis AG will cease to be a promoter and will be reclassified under the public category, while the acquiring consortium will become the new promoters. The company will continue to remain listed on BSE under scrip code 500672.
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