Novartis India Limited has received the detailed public statement (DPS) dated February 25, 2026, from WaveRise Investments Limited and its consortium partners regarding their mandatory open offer. The company disclosed this development under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming the formal progression of the acquisition proceedings.

Open Offer Structure and Consortium Details

The acquiring consortium comprises WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners, along with persons acting in concert ChrysCapital X, LLC and OceanEdge Investments Limited. The detailed public statement outlines the comprehensive framework for acquiring up to 64,19,608 equity shares from public shareholders.

The offer price has been determined in accordance with Regulations 8(1) and 8(2) of SEBI (SAST) Regulations, considering the frequent trading status of Novartis India's equity shares on BSE.

Underlying Transaction Framework

The open offer stems from a share purchase agreement dated February 19, 2026, between the consortium and Novartis AG. Under this agreement, the acquirers will purchase 1,74,50,680 equity shares representing 70.68% of the company's equity share capital through differentiated pricing structures.

The total consideration for the underlying transaction amounts to ₹1,445,89,28,056, subject to adjustments as specified in the share purchase agreement.

Regulatory Compliance and Timeline

Axis Capital Limited serves as the manager for the open offer with SEBI registration number INM000012029. The consortium has structured the transaction to ensure compliance with foreign exchange management regulations, maintaining aggregate foreign investment below the 74% threshold for brownfield pharmaceutical companies under the automatic route.

The detailed public statement confirms that the letter of offer will be dispatched to public shareholders in accordance with SEBI (SAST) Regulations provisions. The tendering period is scheduled to commence on April 21, 2026, and close on May 5, 2026, with payment completion required by May 19, 2026.

Post-Transaction Ownership Structure

Upon completion of both the underlying transaction and open offer, the ownership structure will change significantly. Assuming full acceptance of the 26% tendered shares, the consortium will hold 96.68% of the company, with WaveRise Investments controlling 72.78%, ChrysCapital Fund X holding 17.33%, and Two Infinity Partners owning 6.57%.

Novartis AG will cease to be a promoter and will be reclassified to the public category, while the acquiring consortium will become the new promoters of Novartis India Limited. The company will continue its stock exchange listing on BSE Limited, with the acquirers confirming no intention to delist the company pursuant to this open offer.

Novartis India Limited has received formal notification from its promoter Novartis AG regarding the execution of a sale and purchase agreement (SPA) for the divestment of its entire 70.68% stake in the company. The agreement was executed on February 19, 2026, with a consortium of three acquirers for 1,74,50,680 fully paid-up equity shares.

Transaction Structure and Acquirer Details

The sale agreement involves Novartis AG divesting its complete shareholding to three strategic acquirers who currently have no relationship with the company. The transaction will result in a complete change of control and promoter classification.

Acquisition Distribution and Pricing

The consortium has structured the acquisition with differentiated stake allocations and pricing mechanisms across the three acquirers. WaveRise Investments Limited will acquire the majority stake, while the other two acquirers will hold smaller portions.

Regulatory Compliance and Open Offer Requirements

Following the execution of the SPA, the acquirers are mandated to conduct an open offer to public shareholders in accordance with SEBI (Substantial Acquisition of Shares and Takeover Regulations), 2011. The transaction includes provisions for price adjustments and potential revision of offer prices if required under regulatory guidelines.

The consideration structure includes a unique arrangement where Acquirer 1 will issue certain instruments to Novartis AG for an aggregate amount of USD equivalent to ₹660,09,25,235. These instruments will carry no voting rights or special privileges with respect to either the acquirer or the company.

Management Control and Operational Changes

Upon completion of the transaction, significant changes in corporate governance and operational structure will occur. The acquirers will gain the right to nominate directors to the company's board, while existing Novartis-nominated directors will resign from their positions.

The agreement establishes interim operational obligations requiring the company to conduct business in the ordinary course until transaction completion. Additionally, the company must change its name to remove all Novartis group references within a specified period following the closing of the transaction.