Acquirers Announce Mandatory Open Offer for Parmax Pharma Ltd Stocks

Acquirers Announce Mandatory Open Offer for Parmax Pharma Ltd Stocks

Acquirers Announce Mandatory Open Offer for Parmax Pharma Ltd Stocks​

A consortium of individuals, led by Dhiren Chandulal Shah and Sunil Chinubhai Shah, has launched a mandatory Open Offer to acquire up to 23,46,250 Equity Shares in Parmax Pharma Limited. The offer aims to secure a substantial stake in the pharmaceutical company, with Acquirers and their associated Persons Acting in Concert (PACs) projected to hold a significant portion of the expanded voting capital upon completion.

The Open Offer is being made by Dhiren Chandulal Shah and Sunil Chinubhai Shah, along with ten designated PACs. The offer aims to acquire up to 23,46,250 fully paid-up Equity Shares of Parmax Pharma Limited (the "Target Company"). These shares represent 26.00% of the Expanded Voting Capital of the Target Company.

The details of the Open Offer are as follows:

MetricDetail
Target CompanyParmax Pharma Limited
Offer Price₹42.80 per Equity Share (payable in cash)
Face Value₹10.00 per Equity Share
Maximum Offer Size23,46,250 Shares
Estimated Total Consideration₹10,04,19,500.00
Tendering Period Start DateJuly 30, 2026
Tendering Period End DateAugust 12, 2026

Strategic Objective and Rationale​

The Open Offer is a mandatory undertaking by the Acquirers and PACs following the proposed Underlying Transaction. The primary objective of the consortium in pursuing this transaction is to secure substantial equity holding and control over the Target Company.

Following the consummation of the Underlying Transaction—which includes an agreement with Sellers for 1,152,450 Equity Shares and a subsequent Preferential Issue—the Acquirers and PACs are projected to hold approximately 94.34% of the Expanded Voting Capital of Parmax Pharma Limited (assuming full acceptance of the Open Offer). This acquisition will result in the Acquirers and PACs being classified as promoters, while the Existing Promoters will be declassified from this category.

The proposed transaction aligns with the Target Company's operations, which include research, manufacturing, and sale of active pharmaceutical ingredients (APIs) and speciality chemicals.

Current Shareholding Snapshot​

Details regarding the pre-offer holdings of the Acquirers, PACs, and the public shareholders are available:

Stakeholder CategoryPre-Offer HoldingPost-Offer Projection (Assuming Full Acceptance)
Existing Promoters11,52,450 Shares (30.80%)Will be declassified from Promoter category
Acquirers and PACs7,14,800 Shares (27.20%)Projected at 94.34% of Expanded Voting Capital
Public ShareholdersRemaining sharesExpected to hold the remaining portion

The Acquirers and PACs have committed capital and made firm financial arrangements for this acquisition, with a dedicated Escrow Account established with ICICI Bank Limited holding ₹5,20,00,000.00 in cash.

Financial Assessment and Offer Price Justification​

The Offer Price of ₹42.80 per Equity Share has been determined to be higher than the following key parameters:
  • Acquisition Prices: The highest negotiated price for shares acquired under the SPA (₹35.00) and the Preferential Issue (₹36.50).
  • Volume-Weighted Average Price (Preceding 52 weeks): ₹31.00
  • Highest Acquisition Price (Preceding 26 weeks): ₹31.00
  • Volume-Weighted Average Market Price (BSE, 60 days): ₹42.79

The price determination adheres to the requirements of SEBI (SAST) Regulations. The Acquirers and PACs have confirmed that they possess the necessary financial resources to fulfill all obligations related to the Open Offer.

Overview of Participants' Stake​

Key figures related to the proposed acquisition by individual entities are outlined below:

ParticipantNature of HoldingProposed Shares through Preferential Issue (Shares + Warrants)
Acquirer 1 (Dhiren Chandulal Shah)Acquisition & Preferred Allotment6,04,190 Equity Shares / 5,35,715 Warrants
Acquirer 2 (Sunil Chinubhai Shah)Acquisition & Preferred Allotment91,911 Equity Shares / 81,494 Warrants
PAC 1 (Dhairya Dhiren Shah)Acquisition & Preferred Allotment1,20,838 Equity Shares / 1,07,143 Warrants
PAC 2 (Hiren Pravin Doshi)Acquisition & Preferred Allotment2,17,508 Equity Shares / 192,857 Warrants
PAC 3 (Sheetal Hiren Doshi)Acquisition & Preferred Allotment24,167 Equity Shares / 21,429 Warrants
PAC 4 (Nirmal Sunilbhai Shah)Acquisition & Preferred Allotment1,64,832 Equity Shares / 1,44,715 Warrants
PAC 5 (Rupa Sunil Shah)Off-market Acquisition & Preferred Allotment69,206 Equity Shares / 61,363 Warrants
PAC 6 (Vijaykumar Natvarlal Shiyani)Acquisition & Preferred Allotment1,61,117 Equity Shares / 142,857 Warrants
PAC 7 (Kamlesh Natvarlal Shiyani)Acquisition & Preferred Allotment1,61,974 Equity Shares / 1,43,286 Warrants
PAC 8 (Abhay Chinubhai Shah)Off-market Acquisition & Preferred Allotment3,22,235 Equity Shares / 2,85,715 Warrants
PAC 9 (Umang Alkesh Gosalia)Current Shareholding & Preferred Allotment3,42,466 Equity Shares
PAC 10 (Meena Alkesh Gosalia)Current Shareholding4,74,800 Equity Shares

The Open Offer is open to all public shareholders of Parmax Pharma Limited. Those tendering their shares are advised that acceptance and settlement procedures follow the guidelines set forth in the LOF.

Stock Price Movement​

For Parmax Pharma Ltd as of 10:14, shares are edging higher, currently trading at ₹107.06, which represents a gain of 1.99%. However, the company's stock is locked and trading completely flat intraday, with the high and low both resting at ₹107.06.
 

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