Novartis AG, the promoter of Novartis India Limited, has entered into a Share Purchase Agreement (SPA) dated February 19, 2026, with WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners to sell 1,74,50,680 fully paid-up equity shares, representing 70.68% of the company's equity share capital.
The transaction, detailed in a BSE filing under Regulation 30 and 30A of SEBI (LODR) Regulations, 2015, follows Novartis AG's strategic review announced in February 2024 to unlock value from its shareholding. Novartis India Limited (CIN: L24200MH1947PLC006104) is not a party to the SPA.
Under the SPA, closing is subject to conditions precedent. Pricing varies: Acquirer 1 (WaveRise) acquires 56.45% (1,39,38,382 shares) at US$ equivalent of ₹860.64 per share; Acquirers 2 and 3 (ChrysCapital and Two Infinity) acquire 10.32% and 3.91% respectively at ₹701.25 per share. Consideration includes set-off against instruments issued by Acquirer 1 to Novartis AG, carrying no voting rights.
Post-transaction, the Acquirers gain control, nominating directors (with Novartis-nominated directors resigning), and will launch a mandatory open offer under SEBI (SAST) Regulations, 2011. Novartis AG will cease as promoter, reclassifying to public category, with potential company name change post-regulatory approvals.
The SPA mandates ordinary course operations until closing and includes customary obligations. As of February 19, 2026, Acquirers have no prior relationship with the company. The deal is not a related party transaction.
Shares of Novartis India Limited was last trading in BSE at Rs. 830.45 as compared to the previous close of Rs. 849.55. The total number of shares traded during the day was 9854 in over 467 trades.
The stock hit an intraday high of Rs. 858.90 and intraday low of 825.00. The net turnover during the day was Rs. 8306988.00.