Description

Open offer by Mahindra & Mahindra Limited to acquire up to 37,62,628 equity shares (26% voting capital) of SML Isuzu Limited at ₹1,554.60 per share.

Summary

Mahindra & Mahindra Limited has announced an open offer to acquire up to 37,62,628 fully paid-up equity shares of SML Isuzu Limited, representing 26% of the voting share capital, at ₹1,554.60 per equity share. This offer is made pursuant to SEBI (SAST) Regulations following an underlying transaction.

Key Points

  • Acquirer: Mahindra & Mahindra Limited (CIN: L65990MH1945PLC004558)
  • Target Company: SML Isuzu Limited (CIN: L50101PB1983PLC005516)
  • Offer Size: Up to 37,62,628 equity shares (26% of voting capital)
  • Offer Price: ₹1,554.60 per equity share (face value ₹10)
  • Payment Method: Cash
  • Open offer is not conditional upon minimum acceptance level
  • Not a competing offer under SEBI (SAST) Regulations
  • Competition Commission of India approval received on June 17, 2025

Regulatory Changes

This open offer is made in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011. The acquirer has the right to revise the offer price or offer size before the last working day prior to the tendering period commencement.

Compliance Requirements

  • Eligible shareholders must respond through the prescribed Form of Acceptance
  • Shareholders who have sold shares recently must transfer the Letter of Offer to the relevant stock exchange member
  • All statutory approvals required for the underlying transaction have been obtained
  • If additional approvals become necessary, the offer would be subject to such approvals

Important Dates

  • Competition Commission approval: June 17, 2025
  • Tendering period and other specific dates to be announced in the detailed offer document

Impact Assessment

This is a significant corporate action involving a major automobile manufacturer acquiring substantial stake in SML Isuzu Limited. The transaction represents a strategic consolidation in the commercial vehicle sector and will result in change of control dynamics for SML Isuzu shareholders. The offer price of ₹1,554.60 per share provides an exit opportunity for minority shareholders at a predetermined price.

Impact Justification

Major corporate takeover involving significant shareholding change and substantial financial transaction