Acquirers Announce Open Offer for Lippi Systems Ltd Shares at ₹56.84 Per Share

Acquirers Announce Open Offer for Lippi Systems Ltd Shares at ₹56.84 Per Share​

The proposed open offer by Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu to the public shareholders of Lippi Systems Limited (Lippisys) is set at ₹ 56.84 per equity share. This offer aims to acquire up to 33,82,231 Equity Shares, representing the entire public shareholding constituting 25.05% of the Expanded Share Capital of the company.

The acquisition targets a total consideration amounting to ₹ 19,22,46,010.04 in case of full acceptance. The offer period is scheduled to commence on Friday, July 10, 2026, and conclude on Thursday, July 23, 2026.

Underlying Transactions and Offer Details​

The open offer is triggered by the execution of two related agreements: a Share Purchase Agreement (SPA) and a Share Subscription Agreement (SSA).

Under the SPA, the Acquirers agreed to purchase and acquire Sale Shares from Sellers—comprising Nandlal J Agrawal, Kunal Nandlal Agrawal, Shashikalaben Nandlal Agrawal, and Neha Sumit Sanghvi—for a total consideration of ₹ 20,28,03,357.96. This transaction aims to effect the acquisition of control by the Acquirers over Lippi Systems Ltd.

The SPA stipulates that the purchase price for these Sale Shares is ₹ 56.84 per Equity Share. The payment structure involves an initial release of ₹ 6,25,00,000 within seven days of agreement execution, with the balance paid upon completion of the open offer obligations.

Simultaneously, under the SSA, the Acquirers agreed to subscribe for 65,00,000 Warrants convertible into Equity Shares from Lippi Systems Ltd in a preferential issue. This warrants issuance is valued at ₹ 36,94,60,000.

Offer Structure and Market Assessment​

The offer structure indicates that the Acquirers are acquiring shares through a combination of the SPA (acquisition of control) and the subsequent open offer for public shareholders. The acquisition of these shares aims to result in the Acquirers holding 1,34,50,200 Equity Shares representing 99.63% of the Expanded Share Capital post-completion of the open offer.

The Offer Price of ₹ 56.84 per share has been justified based on multiple parameters. This price represents the highest value derived from:

• The negotiated price set under the SPA and SSA.
• A fair value assessed by CA Chirag Raval, which was certified on May 18, 2026.
• The volume-weighted average market price for a sixty day period preceding the public announcement of the offer.

Financial Arrangements​

The Acquirers have made firm financial arrangements to cover the maximum consideration of ₹ 19,22,46,010.04 required for the open offer. In support of these commitments, the Acquirers deposited an Escrow Amount of ₹ 4,81,00,000 with HDFC Bank Limited on May 18, 2026.

Background and Operational Timeline​

Lippisys Ltd., which operates in the manufacturing of Roto Gravures (engraved copper and chrome-plated cylinders for high-speed printing), provides context to the acquisition. The Acquirers are involved in the business of mining, marking a difference in industry experience.

Key aspects concerning the offer include:

• Identified Date: June 25, 2026, is designated as the date for identifying public shareholders who will receive the Letter of Offer (LOF).
• Offer Mechanism: The open offer will be implemented through the stock exchange mechanism provided by BSE in the form of an 'Acquisition Window'.
• Tendering Period: The period spans from Friday, July 10, 2026, to Thursday, July 23, 2026.
• Compliance: The Acquirers confirmed that they do not hold any pending statutory approval requirements against them or the Target Company concerning this offer.

Acquirer Details and Shareholding​

The Acquirers—Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu—are noted to be family members with significant experience in the coal mining sector. For example, the net worth of Acquirer-1, Vinesh Shivji Dholu, was certified at ₹ 20688.20 Lakhs as of March 31, 2026.

The offer is structured to bring the Acquirers' total holding of Lippi Systems Ltd equity shares to 99.63% of the Expanded Share Capital upon full acceptance of both the SPA and the open offer.

Stock Price Movement​

As of 13:16, Lippi Systems Ltd. is ticking up significantly in the market, currently trading at ₹103.82, reflecting a robust 5.00% gain. The shares are completely flat intraday as they have locked into their high and low of ₹103.82.