In a significant development regarding the Sanofi Consumer Healthcare India Limited Open Offer, Opal Bidco SAS, together with Clayton, Dubilier & Rice Fund XII, L.P., acting as the person in concert, has made substantial progress in acquiring equity shares from public shareholders. This Open Offer, made in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, seeks to acquire up to 59,87,962 fully paid-up equity shares with a face value of ₹10 each, constituting 26% of the total voting share capital of Sanofi Consumer Healthcare.

As of May 8, 2025, 23,96,014 equity shares, which account for 40.01% of the total Offer Size, have been tendered in the Open Offer Escrow Demat Account named LIIPL SANOFI CONSUMER HEALTHCARE OPEN OFFER ESCROW DEMAT ACCOUNT. This account has been opened with Ventura Securities Limited, bearing DP ID: IN303116 and Client ID: 15236516, with PAN: ABKCS7912D. Out of the total tendered shares, 1,22,355 equity shares—equivalent to 2.04% of the total offer size—were specifically tendered on May 8, 2025.

It is important to note that this disclosure merely represents the equity shares received in dematerialized form into the escrow account. These shares have been deposited by public shareholders, and the final acceptance of shares by the Acquirer (Opal Bidco SAS) will be subject to verification and validation of supporting documents and compliance with the terms set forth in the Letter of Offer (LoF) dated April 12, 2025.

The Open Offer process is structured to align with regulatory standards and ensure transparency in acquisition. The shares deposited by shareholders must meet the criteria laid out in the LoF and under the SEBI (SAST) Regulations before they are considered “validly tendered”. Therefore, while 23,96,014 shares have been deposited, the number of shares that will actually be accepted may differ upon completion of the validation process.

The objective of the Open Offer is to give public shareholders an opportunity to exit in light of the proposed substantial acquisition of shares. This aligns with SEBI’s regulatory framework to ensure that any such acquisition of control or substantial stake in a listed company is conducted in a transparent and equitable manner.

Opal Bidco SAS is the primary acquirer in this transaction, with Clayton, Dubilier & Rice Fund XII, L.P. acting in concert, both of whom are foreign investors looking to enhance their strategic footprint in the Indian healthcare and pharmaceutical market through Sanofi’s consumer healthcare division.

The offer comes amid a growing interest in India’s consumer health market, as multinational corporations look to capitalize on rising consumer awareness, digital accessibility to OTC (Over The Counter) healthcare products, and higher disposable incomes. Sanofi Consumer Healthcare, with its portfolio of widely used products, including supplements, analgesics, and personal care goods, is considered a valuable asset.

The Open Offer process was announced under strict adherence to the SEBI Takeover Code, and the public announcement and detailed letter of offer were shared previously with the exchanges. The offer remains open for tendering until the deadline as defined in the LoF, after which the final tally and shareholder settlement will be disclosed.

Investors and market participants are advised to take note of the difference between shares tendered versus shares accepted. Until the completion of validation, there remains a possibility of certain shares being rejected due to discrepancies in documentation, non-compliance with eligibility, or other regulatory shortcomings.

This disclosure was made by Citigroup Global Markets India Private Limited, the Manager to the Open Offer, and has been submitted to BSE Limited for public dissemination. The Open Offer Escrow Demat Account statement received on May 8, 2025, serves as the basis for this disclosure.

As per usual practice, all capitalized terms not defined explicitly in this announcement carry the meanings assigned in the Letter of Offer. Investors can expect the final status of acceptance after the conclusion of the validation phase, which will be followed by the necessary settlement process as per applicable SEBI guidelines.

The strategic acquisition by Opal Bidco SAS and CD&R Fund XII highlights a larger trend of private equity interest in India’s consumer healthcare sector, especially in companies with well-established operations and market trust like Sanofi Consumer Healthcare India.

As the Open Offer progresses, attention will remain on the final validated share count, acceptance ratio, and the strategic roadmap laid out by the acquirer post-acquisition. Whether Sanofi continues to operate under its current branding or undergoes a transformation under new leadership will be a subject of market interest and speculation.

The offer reflects the evolving nature of cross-border mergers and acquisitions in India, where regulatory compliance, transparency, and minority shareholder rights remain paramount. This ensures that the interests of all stakeholders, including public shareholders, are protected under the framework of SEBI regulations.

Stay tuned for further updates as the verification process concludes and final acceptance details are released by the Manager to the Offer.

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