On May 2, 2025, a key disclosure was made to BSE Limited by Citigroup Global Markets India Private Limited, acting as the Manager to the Open Offer in the acquisition deal of Sanofi Consumer Healthcare India Limited. As per the disclosure, a mere 17,434 fully paid-up equity shares, accounting for only 0.29% of the total offer size, were tendered in the Open Offer as of the given date. These shares have been credited to the Open Offer Escrow Demat Account, specifically titled “LIIPL SANOFI CONSUMER HEALTHCARE OPEN OFFER ESCROW DEMAT ACCOUNT”, which is managed by Ventura Securities Limited.

This Open Offer aims to acquire up to 59,87,962 equity shares, representing 26% of the total voting share capital of Sanofi Consumer Healthcare India Limited. The acquisition is being executed by Opal Bidco SAS, in association with Clayton, Dubilier & Rice Fund XII, L.P., which is acting as a Person Acting in Concert (PAC). The Offer falls under the purview of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, commonly known as SEBI (SAST) Regulations.

Despite the scale of this Open Offer, the actual response from the public shareholders has been modest. According to the data released, only 270 shares were tendered on May 2, 2025, which is an even smaller subset of the already limited overall participation. The PAN associated with the demat account used for this transaction is ABKCS7912D, and it is linked to Ventura Securities’ depository participant ID IN303116 and client ID 15236516.

It is important to note that these figures represent shares tendered in dematerialized form and are subject to validation. The shares will be considered validly tendered only after the submission of complete and correct documentation as outlined in the Letter of Offer (LoF) dated April 12, 2025. Hence, there might be discrepancies between the number of shares tendered and those that are ultimately accepted by the Acquirer, depending on regulatory compliance and documentation completeness.

The low percentage of shares tendered (just 0.29% of the offer size) suggests that the public shareholders are either not fully informed about the Open Offer or are choosing to hold onto their shares, possibly due to expectations of better valuation or strategic considerations. This is a significant insight for analysts tracking Open Offer trends and investor behavior in India’s capital markets.

The SEBI (SAST) Regulations play a crucial role in this process, ensuring transparency and protection of shareholder rights. The Open Offer process mandates disclosures to stock exchanges, particularly the BSE, to keep the market informed of developments. The letter issued by Citigroup Global Markets India Private Limited, signed by Director Varun Chokhani, reinforces this commitment to transparent reporting under SEBI’s regulatory framework.

This event also marks another instance where international investors like Clayton, Dubilier & Rice, through Opal Bidco SAS, are actively engaging in the Indian consumer healthcare segment. Their intent to acquire a significant 26% stake in Sanofi Consumer Healthcare India reflects their confidence in the Indian market and the potential they see in the consumer healthcare space.

The information about this Open Offer is crucial for investors, market analysts, and institutional stakeholders, especially those who closely monitor mergers and acquisitions, equity movements, and foreign investment patterns in Indian listed companies. Such developments often have implications on share prices, corporate governance, and market sentiment.

The Letter of Offer dated April 12, 2025, remains the definitive legal document outlining the terms of the Open Offer, and all public shareholders are advised to refer to it before making any decisions regarding their equity holdings in Sanofi Consumer Healthcare India Limited.

In conclusion, while the Sanofi Consumer Healthcare Open Offer presents a strategic acquisition move backed by strong global players, its initial uptake has been tepid, with only 0.29% of the shares tendered so far. As the Offer period progresses, it remains to be seen whether more shareholders come forward, especially after validating the required documentation, or whether the response continues to reflect a cautious market outlook.

Stakeholders will be watching closely as SEBI regulations, managerial disclosures, and investor decisions unfold in this evolving acquisition narrative.

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