Novartis AG has entered into a share purchase agreement to divest 1,74,50,680 equity shares, representing 70.68% of the company’s paid-up equity capital, to a consortium led by WaveRise Investments, ChrysCapital Fund X, and Two Infinity Partners, along with persons acting in concert, ChrysCapital X, LLC, and OceanEdge Investments. The proposed acquisition has triggered a mandatory open offer to acquire up to 26% of the voting share capital from public shareholders.
The open offer price has been fixed at Rs 860.64 per share, representing a premium of 3.64% to the previous closing price of Rs 830.45. The acquirers propose to purchase up to 6,419,608 fully paid-up equity shares of face value Rs 5 each, aggregating to a total consideration of Rs 552.49 crore, payable in cash, assuming full acceptance.
The underlying promoter stake transaction is valued at approximately Rs 1,445.89 crore, subject to customary adjustments as per the agreement. Upon completion of the share purchase and assuming full subscription to the open offer, the acquirers’ combined shareholding will increase to 96.68%. In the event of nil tendering, their holding will remain at 70.68%.
Post completion, Novartis AG will hold nil stake in the company and cease to be the promoter, with its shareholding reclassified to the public category in accordance with SEBI regulations. The acquirers have stated that they do not intend to delist the company and will ensure compliance with the minimum public shareholding requirement, if necessary.
Separately, the company has agreed to change its name to remove all references to the seller group within 120 days from closing and will undertake requisite regulatory filings and other post-closing obligations. The deal marks a change in ownership from a global pharmaceutical major to a private equity-led consortium, while the company continues to remain listed.
Novartis India is primarily engaged in the wholesale distribution of pharmaceuticals and medical goods.
The company’s standalone net profit declined 36.8% to Rs 16.09 crore on a 7.6% drop in revenue from operations to Rs 85.90 crore in Q3 FY26 over Q3 FY25.