Kwality Wall's (India) Limited has received a detailed public statement for an open offer from The Magnum Ice Cream Company HoldCo 1 Netherlands B.V., marking a significant development in the ice cream manufacturer's ownership structure following its recent demerger from Hindustan Unilever Limited.

Open Offer Details

The acquirer seeks to purchase equity shares from public shareholders under mandatory takeover regulations. The offer parameters demonstrate the scale of this corporate transaction:

The offer price of ₹21.33 per equity share has been determined as the highest among various parameters under SEBI takeover regulations, including independent valuations by registered valuers Bansi S. Mehta Valuers LLP and PwC Business Consulting Services LLP.

Underlying Transaction Structure

The open offer stems from a comprehensive share purchase agreement dated June 25, 2025, between the acquirer and Unilever group entities. Under this arrangement, the acquirer will purchase 145,44,12,858 equity shares representing 61.90% of voting share capital from seven Unilever entities for EUR 278,553,038.86.

This transaction follows Kwality Wall's demerger from HUL, which became effective December 1, 2025, with the company's shares commencing trading on BSE and NSE from February 16, 2026.

Financial Arrangements and Corporate Structure

The acquirer has established firm financial arrangements through PAC 1 (Magnum ICC Finance B.V.), which has access to EUR 530 million in loan facilities from ING Bank N.V. representing a syndicate of banks. An amount of EUR 133 million has been specifically earmarked for the open offer obligations.

The Magnum Ice Cream Company group structure reflects the global separation of Unilever's ice cream business. PAC 2 (The Magnum Ice Cream Company N.V.) serves as the ultimate holding company, with ordinary shares listed on Euronext Amsterdam, London Stock Exchange, and New York Stock Exchange following the completion of the global demerger in December 2025.

Regulatory Compliance and Timeline

The open offer complies with SEBI takeover regulations, triggered by the acquirer's agreement to purchase voting rights exceeding 25% threshold. The company has deposited ₹210 crore as escrow amount with HSBC as security for performance obligations.

Key dates in the tentative schedule include publication of the detailed public statement on February 20, 2026, with the tendering period expected to commence April 15, 2026, and close April 28, 2026. The acquirer must complete payment within 10 working days from closure of the tendering period.

Business Continuity and Future Plans

Kwality Wall's operates in manufacturing, marketing, distribution and sale of ice creams, frozen desserts, frozen snacks and frozen processed food. The acquirer intends to continue existing business activities while supporting management efforts toward sustained growth and operational streamlining.

The transaction facilitates the global separation of Unilever's ice cream business, with the acquirer proposing to maintain current operations while exploring opportunities for improved productivity, efficiencies, and product rationalization. Post-acquisition, minimum public shareholding requirements will be maintained as per regulatory guidelines.

Source: Company/INE2KCE01013/a8c1e8d9-b98c-4ebc-a6a6-f1d3b94af477.pdf