Description

Robert Bosch GmbH and Bosch Global Software Technologies Private Limited announce open offer to acquire up to 70,00,355 equity shares (25.75%) of Johnson Controls-Hitachi Air Conditioning India Limited at ₹1,762.54 per share.

Summary

Robert Bosch GmbH (Acquirer) along with Bosch Global Software Technologies Private Limited (PAC) has announced an open offer to acquire up to 70,00,355 fully paid-up equity shares representing 25.75% of the share capital of Johnson Controls-Hitachi Air Conditioning India Limited. The offer price is ₹1,762.54 per equity share. This open offer is being made in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirer: Robert Bosch GmbH, a German limited liability company (registered in Stuttgart, Germany)
  • Person Acting in Concert (PAC): Bosch Global Software Technologies Private Limited (Indian company)
  • Target Company: Johnson Controls-Hitachi Air Conditioning India Limited (CIN: L29300GJ1984PLC007470)
  • Offer Size: Up to 70,00,355 equity shares (25.75% of share capital)
  • Offer Price: ₹1,762.54 per equity share
  • Face Value: ₹10 per equity share
  • Offer Type: Cash offer to public shareholders
  • Regulatory Framework: SEBI (SAST) Regulations pursuant to Regulation 3(1), 4, and 5(1)
  • Conditional Nature: This is NOT a conditional offer under Regulation 19 and has no minimum acceptance level
  • Competing Offer: This is NOT a competing offer under Regulation 20

Regulatory Changes

Not applicable - this is a disclosure of an open offer under existing SEBI (SAST) Regulations.

Compliance Requirements

  • Public Shareholders: Must review the Letter of Offer and decide whether to tender their equity shares
  • NRI and OCB Holders: Must obtain all requisite approvals (including from RBI) before tendering shares in the offer
  • Recent Sellers: If equity shares were recently sold, the Letter of Offer and Form of Acceptance-cum-Acknowledgement should be handed over to the stock exchange member through whom the sale was effected
  • Shareholder Action: Public shareholders should consult stockbrokers, investment consultants, the Manager, or Registrar to the Offer for clarification on actions to be taken

Important Dates

  • Offer Calculation Date: The 26% minimum offer requirement is calculated as of the 10th working day from closure of tendering period
  • Specific Dates: Tendering period dates and other timeline details to be provided in the complete Letter of Offer

Impact Assessment

Corporate Impact: This represents a significant takeover action where Robert Bosch GmbH is acquiring substantial stake in Johnson Controls-Hitachi Air Conditioning India Limited. The offer covers all remaining public shareholding (25.75%), indicating a potential delisting or very high promoter holding scenario post-offer.

Shareholder Impact: Public shareholders have an opportunity to exit at ₹1,762.54 per share. The offer price represents the valuation determined under SEBI (SAST) Regulations and provides liquidity to minority shareholders.

Market Impact: This is a major corporate restructuring in the air conditioning industry segment, involving a global manufacturing conglomerate (Bosch) taking control of operations previously associated with Johnson Controls and Hitachi brands in India.

Strategic Significance: The acquisition aligns with Bosch’s strategy in the HVAC sector and represents consolidation in the air conditioning manufacturing industry in India.

Impact Justification

Major takeover announcement involving acquisition of 25.75% stake by Robert Bosch GmbH, significant corporate action affecting public shareholders with substantial offer value.