Acquirers Launch Open Offer for Lippi Systems Ltd., Aiming for Near-Total Control

Acquirers Launch Open Offer for Lippi Systems Ltd., Aiming for Near-Total Control​

A group of investors and family members has launched a mandatory open offer to acquire public shares in Lippi Systems Limited, with the ultimate objective of taking substantial management control over the company. The open offer targets up to 33,82,231 equity shares, representing 25.05% of the Expanded Share Capital of Lippi Systems Limited (the "Target Company").

The Acquirers—Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu—are offering to acquire these shares for cash at an Offer Price of ₹ 56.84 per equity share. If the offer receives full acceptance, the total consideration required would be ₹ 19,22,46,010.04.

The open offer has been set to commence on July 20, 2026, and is scheduled to close on July 31, 2026.

Underlying Transaction Details​

This open offer was initiated following the execution of a Share Purchase Agreement (SPA) and a Share Subscription Agreement (SSA). The underlying transaction involves two main components: the acquisition of existing shares from current promoters and the subscription for warrants issued by the Target Company to the Acquirers.

Under the SPA, the Acquirers have agreed to purchase 35,67,969 Sale Shares from specified Sellers, including Nandlal J Agrawal, Kunal Nandlal Agrawal, Shashikalaben Nandlal Agrawal, and Neha Sumit Sanghvi. The purchase consideration for these shares amounts to ₹ 20,28,03,357.96.

Simultaneously, the Target Company approved a preferential issue of 65,00,000 Warrants convertible into equity shares for the Acquirers at an exercise price of ₹ 56.84 per Warrant. The Subscription Amount for these warrants is ₹ 36,94,60,000, as detailed below:

Shareholding and Control Objective​

The transactions are structured to lead the Acquirers to become promoters of the Target Company. The combined acquisition of the shares through the open offer (assuming full acceptance) is projected to bring the Acquirers’ total holding to 1,34,50,200 equity shares, which translates to 99.63% of the Expanded Share Capital of Lippi Systems Limited.

The shareholders sold are categorized as promoters and the promoter group, and upon completion of the acquisition, their classification will change from 'Promoter' or 'Promoter Group' to 'Public Shareholder.' This move would allow the Acquirers to cross the 25% threshold prescribed under regulations regarding substantial acquisition of shares.

Offer Terms and Financial Commitment​

The open offer is not conditional upon any minimum level of acceptance. The Acquirers have confirmed that they possess adequate financial resources to fulfill their payment obligations, backed by a firm financial arrangement.

A deposit of ₹ 4,81,00,000 has been made into an Escrow Account with HDFC Bank Limited, which is over 25% of the total consideration required for the open offer, assuming full acceptance. The Acquirers have authorized the Manager to the Offer to operate this escrow account in accordance with regulatory requirements.

The Acquirers also reserve the right to upwardly revise the Offer Price and/or the Offer Size prior to the commencement of the Tendering Period, provided proper public announcements are made.

Stock Price Movement​

Lippi Systems Ltd. shares settled on Friday, concluding the day at ₹221.45, which represents a gain of 4.98%. Throughout trading, the stock found its range completely locked and traded flat at the ₹221.45 mark.