Novartis India Limited faces a significant ownership change as WaveRise Investments Limited and its consortium partners announce a mandatory open offer following their agreement to acquire a controlling stake from Novartis AG. The transaction represents one of the largest pharmaceutical sector acquisitions in recent times, involving multiple regulatory compliance requirements.

Regulatory Disclosure and Documentation

Novartis India Limited has formally disclosed the receipt of the public announcement dated February 19, 2026, issued by Axis Capital Limited on behalf of the acquiring consortium. The company submitted the disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to BSE Limited on February 20, 2026.

The disclosure was signed by Chandni Maru, Company Secretary and Compliance Officer, confirming the company's receipt of all relevant documentation related to the open offer proceedings.

Open Offer Structure and Pricing

The consortium, comprising WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners, has announced an open offer to acquire up to 64,19,608 fully paid-up equity shares from public shareholders. The offer details are structured as follows:

The offer price of ₹860.64 per share has been determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, considering the frequent trading status of the equity shares.

Underlying Transaction Details

The open offer is triggered by a share purchase agreement dated February 19, 2026, between the acquirers and Novartis AG. Under this agreement, the consortium will acquire 1,74,50,680 equity shares representing 70.68% of the company's equity share capital. The acquisition involves 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 Foreign Investment

The transaction structure addresses foreign exchange management regulations, with WaveRise Investments Limited being a person resident outside India. Under FEMA NDI Rules, foreign investors can acquire up to 74% of share capital in brownfield pharmaceutical companies under the automatic route. The acquirers have structured the transaction to ensure aggregate foreign investment remains below this threshold.

The consortium includes persons acting in concert: ChrysCapital X, LLC and OceanEdge Investments Limited. All entities belong to the ChrysCapital group, ensuring coordinated investment approach while maintaining regulatory compliance.

Post-Transaction Ownership Structure

Upon completion of both the underlying transaction and open offer, the ownership structure will change significantly:

Assuming Full Acceptance (26% tendered):

• WaveRise Investments: 72.78% stake
• ChrysCapital Fund X: 17.33% stake
• Two Infinity Partners: 6.57% stake
• Total consortium holding: 96.68%

Assuming No Acceptance:

• WaveRise Investments: 56.45% stake
• ChrysCapital Fund X: 10.32% stake
• Two Infinity Partners: 3.91% stake
• Total consortium holding: 70.68%

Management and Timeline

Axis Capital Limited serves as the manager for the open offer, with SEBI registration number INM000012029. The detailed public statement will be published in newspapers within five working days of the public announcement, on or before February 26, 2026.

The acquirers have confirmed adequate financial resources and firm financing arrangements for the acquisition. The open offer does not require minimum acceptance levels and is not conditional upon delisting the company. Novartis India Limited will continue its stock exchange listing on BSE Limited under scrip code 500672.

Upon transaction completion, 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.

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.