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) alongwith Bosch Global Software Technologies Private Limited (PAC) have launched 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 at ₹1,762.54 per equity share. This open offer is made in compliance with SEBI (SAST) Regulations pursuant to Regulation 3(1), Regulation 4, and Regulation 5(1).
Key Points
- Acquirer: Robert Bosch GmbH, a German limited liability company (Registration: HRB 14000)
- PAC: Bosch Global Software Technologies Private Limited (CIN: U72400KA1997PTC023164)
- Target Company: Johnson Controls-Hitachi Air Conditioning India Limited (CIN: L29300GJ1984PLC007470)
- Offer Shares: 70,00,355 equity shares (25.75% of share capital)
- Face Value: ₹10 per equity share
- Offer Price: ₹1,762.54 per equity share (Indian Rupees One Thousand Seven Hundred Sixty-Two and Fifty-Four Paise)
- Offer Type: Cash offer to public shareholders
- Non-conditional: Not subject to minimum level of acceptance
- Not a competing offer as per Regulation 20 of SEBI (SAST) Regulations
Regulatory Changes
This open offer is made in accordance with:
- Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
- Regulation 3(1), Regulation 4, and Regulation 5(1) of SEBI (SAST) Regulations
Note: While SEBI (SAST) Regulations typically require open offers to be for at least 26% of total share capital, the public shareholding is only 25.75%, hence the offer is for all available public shares.
Compliance Requirements
- Public Shareholders: Must review the Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement
- NRI and OCB holders: Must obtain all requisite approvals (including RBI approval) to tender their equity shares in this offer
- Recent sellers: If equity shares were recently sold, the Letter of Offer should be handed over to the stock exchange member through whom the sale was effected
- Shareholders requiring clarification: May consult stockbrokers, investment consultants, the Manager to the Offer, or Registrar to the Offer
Important Dates
- Announcement Date: November 11, 2025
- 10th Working Day Calculation: Offer size calculated as of 10th working day from closure of tendering period (as per SEBI SAST Regulations)
(Specific tendering period dates to be announced separately)
Impact Assessment
Corporate Impact: This represents a significant takeover transaction where Robert Bosch GmbH (a major German multinational) is acquiring control of Johnson Controls-Hitachi Air Conditioning India Limited. The acquisition of 25.75% stake at a substantial premium suggests strategic consolidation in the air conditioning manufacturing sector.
Shareholder Impact: Public shareholders holding 70,00,355 equity shares have an exit opportunity at ₹1,762.54 per share. The offer price represents the valuation determined as per SEBI (SAST) Regulations and provides liquidity to minority shareholders.
Market Impact: High significance due to the involvement of Robert Bosch GmbH, a Fortune Global 500 company, entering the Indian air conditioning market through this acquisition. The total offer size amounts to approximately ₹123.37 crores (70,00,355 shares × ₹1,762.54).
Strategic Implications: The transaction indicates consolidation in the HVAC (Heating, Ventilation, and Air Conditioning) sector in India, with Bosch acquiring significant stake in a joint venture company that was previously associated with Johnson Controls and Hitachi.
Impact Justification
Major corporate action involving takeover of 25.75% stake by Robert Bosch GmbH, significant for public shareholders of Johnson Controls-Hitachi Air Conditioning India Limited with substantial offer price of ₹1,762.54 per share