Description

Robert Bosch GmbH and PAC 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 under SEBI SAST Regulations.

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 is being made at ₹1,762.54 per equity share in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This is an unconditional cash offer to public shareholders.

Key Points

  • Offer Size: Up to 70,00,355 equity shares (25.75% of share capital)
  • Offer Price: ₹1,762.54 per equity share of face value ₹10 each
  • Acquirer: Robert Bosch GmbH (Germany) - Company Registration HRB 14000
  • PAC: Bosch Global Software Technologies Private Limited (India) - CIN U72400KA1997PTC023164
  • Target Company: Johnson Controls-Hitachi Air Conditioning India Limited - CIN L29300GJ1984PLC007470
  • Offer Type: Unconditional open offer under Regulations 3(1), 4, and 5(1) of SEBI SAST Regulations
  • Not a conditional offer: No minimum acceptance level required
  • Not a competing offer: As per Regulation 20 of SEBI SAST Regulations
  • Current public shareholding: 70,00,355 shares (25.75%) - below standard 26% threshold

Regulatory Framework

  • Governing Regulations: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • Applicable Regulations: Regulation 3(1), Regulation 4, Regulation 5(1)
  • Standard Threshold: Normally 26% minimum required, but limited to actual public shareholding of 25.75%
  • NRI/OCB Participation: Requires RBI and other requisite approvals for tendering shares

Compliance Requirements

  • For Public Shareholders: Must review Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement
  • For Recent Sellers: Should hand over Letter of Offer to stock exchange member through whom sale was executed
  • For NRI/OCB Holders: Must obtain all requisite approvals including RBI approval before tendering shares
  • Shareholder Action: Review offer details and decide on participation through stockbroker or investment consultant
  • Contact Points: Manager to the Offer or Registrar to the Offer for clarifications

Important Information

  • Acquirer Contact: Robert-Bosch-Platz 1, 70839 Gerlingen, Germany | Tel: +49 (711) 400 40990
  • PAC Contact: No. 123, Industrial Layout, Hosur Road, Koramangala, Bangalore - 660095 | Tel: +91 81052 61653
  • Target Company Contact: 9th Floor, Abhijeet-I, Mithakhali Six Roads, Ahmedabad - 380006 | Tel: 079-26402024
  • Target Website: https://buy.hitachiaircon.in/content/investors
  • Tendering Period: 10th working day from closure to determine final shareholding percentage

Impact Assessment

High Impact on Public Shareholders: This takeover offer provides exit opportunity to public shareholders at ₹1,762.54 per share. The offer represents a significant corporate action requiring immediate attention from all public shareholders. The acquisition by Robert Bosch GmbH, a major global industrial player, signals potential strategic consolidation in the air conditioning sector. Shareholders must evaluate the offer price against current market valuations and future prospects. The unconditional nature of the offer (no minimum acceptance) provides certainty of completion if shareholders tender their shares. NRI and OCB shareholders need to factor in additional regulatory approval timelines.

Impact Justification

Major takeover offer involving acquisition of 25.75% stake in Johnson Controls-Hitachi Air Conditioning India Limited by Robert Bosch GmbH at significant premium, requiring public shareholder action