Hector Asia Holdings II Pte. Ltd, along with persons acting in concert (PACs), announced an open offer to acquire up to 3,70,90,327 equity shares of HealthCare Global Enterprises Limited, representing 26.00% of the expanded voting share capital, at a price of ₹504.41 per equity share. The tendering period for the open offer is scheduled from July 21, 2025, to August 01, 2025.
Open Offer Details| Particulars | Details |
|---|
| Offer Price | ₹504.41 per Equity Share |
| Shares Offered | 3,70,90,327 Equity Shares |
| Offer Size | 26.00% of Expanded Voting Share Capital |
| Tendering Period | July 21, 2025 to August 01, 2025 |
Recommendation of the Independent Directors Committee (IDC)
The Committee of Independent Directors (IDC) of HealthCare Global Enterprises Limited has recommended that the offer price of ₹504.41 per equity share is fair and reasonable, in accordance with the SEBI SAST Regulations. The recommendation was approved on July 12, 2025, and published on July 14, 2025. The IDC members, including Mr. Pradip M Kanakia (Chairperson), Ms. Geeta Mathur, Mr. Rajagopalan Raghavan, and Mr. Rajiv Maliwal, unanimously approved the recommendation. The IDC considered factors such as the frequently traded nature of the equity shares, the volume-weighted average market price, and the highest negotiated price per equity share in prior agreements.
Other Details of the Open Offer
The open offer is a mandatory offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations and is not conditional upon any minimum level of acceptance. The dispatch of the Letter of Offer (LoF) to the public shareholders was completed on July 14, 2025. All public shareholders, including those who acquired shares after the identified date of July 07, 2025, are eligible to participate in the open offer during the tendering period.
Tendering Process
Public shareholders can participate in the offer by using the Form of Acceptance cum-Acknowledgement or by providing their application in writing, including details such as name, address, number of equity shares held, client ID number, DP name/ID, and number of equity shares being tendered. Shareholders holding equity shares in dematerialized form must tender their shares through their respective Selling Broker before market hours close on the last day of the tendering period. Shareholders holding equity shares in physical form must submit the required documents, including original share certificates, valid share transfer forms, and self-attested copy of PAN card, to the Registrar to the Offer no later than 5:00 PM on August 01, 2025.
Statutory and Other Approvals
All statutory approvals required by the Acquirer and PACs for the consummation of the open offer have been obtained. This includes approvals from the Competition Commission of India and the Competition Authority of Kenya.
Material Updates on the Underlying Transaction
On May 27, 2025, the Acquirer deposited ₹1852.17 crore in the Escrow Account, bringing the total to ₹1870.88 crore, exceeding 100% of the Maximum Consideration. On May 30, 2025, the Acquirer and PAC 3 completed the purchase of the First Tranche Shares from the Seller, acquiring 7,16,77,991 and 2,50,044 equity shares, respectively.
Other Key Updates and Changes
The Letter of Offer has been updated to reflect changes in the Diluted Voting Share Capital due to the surrender of certain ESOPs, resulting in a reduction in the aggregate number of shares to be acquired under the Share Purchase Agreement. The aggregate consideration payable for the Sale Shares has been updated to ₹3389,07,97,275.
