Morgan Stanley Completes Open Offer for Akzo Nobel India Shares

Morgan Stanley India has announced the completion of an open offer for Akzo Nobel India Limited (ISIN: INE133A01011) shares, marking a significant development in the company's ownership structure. The post-offer advertisement, published on November 14, 2025, details the results of the open offer initiated by SWP Paints Limited and its associated entities.

Open Offer Details

The open offer aimed to acquire up to 1,18,40,482 equity shares, representing 26.0% of the voting share capital of Akzo Nobel India Limited, at a price of INR 3,231.77 per share. However, the actual results of the offer differed from the initial projections:

Particulars	Proposed	Actual
Offer Price (per Equity Share)	3,231.77	3,231.77
Equity Shares Tendered	1,18,40,482	2,01,428
Equity Shares Accepted	92,73,902	2,01,428
Size of the Offer (INR)	2,997,11,18,266.54	65,09,68,967.56

Shareholding Changes

The open offer has resulted in a shift in the shareholding pattern of Akzo Nobel India Limited:

Shareholder	Pre-Offer	Post-Offer
Acquirer (SWP Paints Limited)	3,17,67,320 (69.76%)	3,19,68,748 (70.20%)
Public Shareholders	1,37,72,994 (30.24%)	1,35,71,566 (29.80%)

Regulatory Compliance

Morgan Stanley India, acting as the manager to the offer, has ensured compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The post-offer advertisement was published in Financial Express (English, all editions), Jansatta (Hindi, all editions), Navshakti (Marathi, Mumbai edition), and Dainik Statesman (Bengali, Kolkata edition).

Market Implications

This open offer and its results may have implications for Akzo Nobel India's stock performance and corporate governance. Investors and market analysts will likely be watching closely for any changes in the company's strategy or operations following this shift in ownership.

For further information, stakeholders can contact Morgan Stanley India Company Private Limited, the manager to the offer, or KFin Technologies Limited, the registrar to the offer.

Note: All data and dates mentioned in this article are based on the information provided in the post-offer advertisement dated November 14, 2025.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.27%	+2.97%	+0.17%	-4.39%	-7.87%	+67.90%

JSW Paints Limited has taken a significant step towards acquiring Akzo Nobel India Limited by entering into a debenture trust deed with Axis Trustee Services Limited. The agreement aims to raise funds through the issuance of non-convertible debentures (NCDs) for up to INR 3,300 crores.

Key Details of the Debenture Trust Deed

Item	Description
Issuer	JSW Paints Limited
Trustee	Axis Trustee Services Limited
Instrument	INR-denominated, senior, unsecured, rated, listed, and redeemable non-convertible debentures
Amount	Up to INR 3,300 crores
Purpose	Financing the acquisition of AkzoNobel India Limited

Acquisition Background

JSW Paints has a share purchase agreement with Imperial Chemical Industries Limited and AkzoNobel Coatings International B.V. to acquire their entire shareholding in AkzoNobel India. Upon completion, JSW Paints will become the promoter of AkzoNobel India and exercise control over the company.

Impact on AkzoNobel India

The debenture trust deed imposes certain restrictions on AkzoNobel India's business activities, which will be effective from the acquisition closing date. These restrictions include:

Limitations on amalgamations, demergers, mergers, and corporate restructuring
Restrictions on asset disposals
Constraints on creating security over assets
Limitations on incurring financial indebtedness
Restrictions on material changes to the nature of the business

These activities may only be carried out with the consent of the debenture trustee or in compliance with specified parameters outlined in the deed.

Financial Implications

While the exact financial impact on AkzoNobel India is not quantifiable, the restrictions are designed to protect the interests of the debenture holders and maintain the value of the acquired company. The deed also includes provisions for potential monetization events, such as the disposal of fixed assets, which could trigger partial redemption of the debentures.

Industry Outlook

This move by JSW Paints signifies a major consolidation in the Indian paint industry. The acquisition of AkzoNobel India, a well-established player, by JSW Paints could potentially reshape the competitive landscape and market dynamics.

Conclusion

The debenture trust deed marks a crucial step in JSW Paints' strategy to acquire AkzoNobel India. As the acquisition progresses, stakeholders will be watching closely to see how the integration unfolds and what changes it might bring to the Indian paint market.

Investors and market observers should keep an eye on further developments, including the completion of the acquisition and any subsequent changes in AkzoNobel India's operations under JSW Paints' control.