TCNS Clothing slumps as shareholders feel deprived over share swap ratio

After the 51 percent acquisition, TCNS will be amalgamated with ABFRL under the merger scheme

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26 Aug, 2025 12:21

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Share price of TCNS Clothing plummeted after the company said Aditya Birla Fashion & Retail (ABFRL) would be acquiring controlling stake in the company and launch an open offer to acquire additional stake.

ABFRL, which operates Pantaloons, has agreed to purchase a 51 percent stake in TCNS Clothing, a women’s branded apparel company, for Rs 1,650 crore. TCNS Clothing owns popular ethnic brands such as W, Aurelia, Wishful, Folksong and Elleven.

ABFRL also plans to make a conditional open offer to buy up to a 29 percent stake at 503 rupees per share from public shareholders and acquire the remaining stake from the founder promoters to reach an overall shareholding of 51 percent in TCNS. This makes it one of the largest deals in the Indian fashion industry.

As of 9.20am, TCNS Clothing plunged 17.71 percent to Rs 428.55 following the announcement. Shares of ABFRL, meanwhile, gained 1.77 percent to Rs 218.

The companies claim that the acquisition aligns with ABFRL's objective of creating a comprehensive fashion portfolio across various consumer segments and price points.

After the 51 percent acquisition, TCNS will be amalgamated with ABFRL under the merger scheme and public shareholders of TCNS will receive 11 shares of ABFRL for every 6 shares that they hold in TCNS.

This is where shareholders feel shortchanged and are not happy.

Let us do the simple maths. As of Friday, TCNS Clothing’s closing price was Rs 514 per share. Six shares at that price means Rs 3,084. On the other hand, 11 shares of ABFRL amounts to Rs 2,353.

This had led to heavy selling in TCNS Clothing shares. On the other hand, ABFRL shareholders are set to be better positioned. For the company, the acquisition comes at a time when the company has been expanding its ethnic and occasion wear portfolio aggressively, to which TCNS will be a good addition.

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However, one concern that analysts point out is pressure on financial and earning ratios, which was already feeling the pinch of the aggressive expansion.

“ABFRL Will see pressure on margins and return ratios,” said Preeyam Toila, Axis Securities. “As they have entered a lot of categories in the last few years.”

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