Opal Bidco SAS, in coordination with Clayton, Dubilier & Rice Fund XII, L.P., is conducting an open offer to acquire up to 59,87,962 fully paid-up equity shares of Sanofi Consumer Healthcare India Limited ("Target Company"), representing 26% of the company's voting share capital. The offer is being made pursuant to the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations). The details of the open offer have been communicated to the Bombay Stock Exchange (BSE), along with disclosures regarding the shares tendered so far in the Escrow Demat Account.

Details of the Tendered Shares

As of April 30, 2025, a total of 16,939 equity shares have been tendered in the open offer, which constitutes 0.28% of the total open offer size. These shares have been placed in the designated Open Offer Escrow Demat Account, opened with Ventura Securities Limited, under the account name "LIIPL SANOFI CONSUMER HEALTHCARE OPEN OFFER ESCROW DEMAT ACCOUNT." The Escrow Demat Account has the depository participant identification number IN303116 and client ID 15236516 (PAN: ABKCS7912D).

Notably, 187 equity shares, representing 0.00% of the open offer size, were tendered on April 30, 2025, as per the account statement received by the Manager to the Open Offer.

Important Clarifications

It is important to clarify that the 16,939 equity shares tendered reflect only the shares that have been submitted in dematerialized form into the Open Offer Escrow Demat Account. These shares are subject to validation and verification by the manager to the open offer. This process will ensure that all required documents are submitted appropriately by the public shareholders.

The number of shares “validly tendered” is still subject to verification and may differ from the number of shares accepted by the Acquirer as part of the open offer. The final acceptance of shares will adhere strictly to the conditions outlined in the Letter of Offer (LoF) dated April 12, 2025, and as per the regulations set forth under the SEBI (SAST) Regulations.

What This Means for the Open Offer Process

This update marks a significant milestone in the open offer process, as it outlines the first round of shareholder participation in the offer. While 0.28% of the offer size has been tendered so far, further tendering is expected as more public shareholders respond to the offer before its conclusion.

The openness and transparency of the tendering process are crucial to maintaining shareholder confidence and ensuring compliance with the SEBI regulations, which govern such acquisition activities. Both the acquirer and the target company have an ongoing responsibility to uphold the rights of the public shareholders and ensure fair practices during the offer period.

What’s Next for the Open Offer?

The acquirer, Opal Bidco SAS, along with Clayton, Dubilier & Rice Fund XII, L.P., will continue to manage the process and ensure compliance with SEBI’s takeover regulations. As the open offer progresses, more equity shares may be tendered by the public shareholders, and the valid tendering process will continue until the closing date of the offer.

After the final validation, the number of shares accepted will be disclosed, and the next steps in the acquisition will proceed as outlined in the Letter of Offer.

Conclusion

The ongoing open offer for Sanofi Consumer Healthcare India Limited represents an important corporate move for Opal Bidco SAS and its investors. As of April 30, 2025, the tendering process has begun, with 0.28% of the offer size already committed by public shareholders. Shareholders wishing to participate in the offer must ensure that all required documents are submitted to avoid delays or non-acceptance of their shares.

If you’re interested in following the progression of this acquisition, further updates will be shared in line with the regulatory timelines set by SEBI.

Would you like updates on the final number of shares tendered in this open offer or information on similar ongoing offers?

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