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Highlights

• The acquirers announced a mandatory 26% open offer following stake acquisition.
• The offer price has been fixed at Simbel 860.64 per equity share.
• The transaction involves acquisition of 70.68% stake from Novartis AG.

Novartis India Limited (NSE:NOVARTIND) following the execution of a share purchase agreement (SPA) dated February 19, 2026.  WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners, together with persons acting in concert (PACs), have entered into an agreement with Novartis AG to acquire 1,74,50,680 equity shares, representing 70.68% of the company’s equity share capital.

The transaction has triggered a mandatory open offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011.

Offer Structure and Pricing Details
The open offer seeks to acquire up to 64,19,608 fully paid-up equity shares, representing 26% of the voting share capital, from public shareholders.

The offer price has been set at Simbel 860.64 per equity share, payable entirely in cash. If fully accepted, the total consideration under the open offer would amount to approximately Simbel 552.49 crore.

The equity shares of Novartis India Limited are listed on BSE Limited under Scrip Code 500672.

The acquirers currently do not hold any shares in the target company. Upon completion of the underlying transaction and assuming full acceptance in the open offer, the acquirers and PACs would collectively hold up to 96.68% of the equity share capital. If no shares are tendered in the open offer, their holding would stand at 70.68%.

Regulatory Framework and Transaction Conditions
The acquisition of the 70.68% stake is subject to conditions precedent outlined in the SPA and completion of the open offer process.

Under the Foreign Exchange Management (Non-Debt Instruments) Rules, foreign investment in the brownfield pharmaceutical sector is permitted up to 74% under the automatic route. The acquirers have indicated that post-transaction foreign shareholding will remain within the applicable threshold.

The open offer is not subject to any minimum level of acceptance and is not a competing offer under the SEBI (SAST) Regulations.

Following the transaction, Novartis AG will cease to hold any shares in Novartis India Limited and will be reclassified from the promoter category to public category, subject to applicable regulations.

Share Performance
Novartis India witnessed a sharp rally on February 20, with its share price climbing ₹121.50, or 14.63%, to trade at ₹951.95.

With the execution of a 70.68% stake purchase agreement and a mandatory 26% open offer at Simbel 860.64 per share, Novartis India Limited is undergoing a change in control. The transaction is structured in accordance with SEBI (SAST) Regulations and remains subject to regulatory conditions and completion requirements. Market participants are monitoring the open offer process and the subsequent shareholding structure following closure.

FAQs

Q1. What is the open offer price for Novartis India shares?
The open offer has been announced at Simbel 860.64 per equity share, payable in cash.

Q2. How many shares are being acquired under the open offer?
The acquirers aim to purchase up to 64,19,608 equity shares, representing 26% of the voting share capital.

Q3. Why has the open offer been triggered?
The offer was triggered after the acquirers entered into an agreement to acquire 70.68% of the company’s equity share capital from Novartis AG, resulting in a change of control under SEBI (SAST) Regulations.