Camlin Fine Sciences files Vinpai tender at €3.60

What Camlin Fine Sciences has announced

Camlin Fine Sciences Limited (CFSL), an Indian group focused on shelf life solutions for flavour and health and wellness ingredients, has filed a draft tender offer with France’s market regulator, the Autorité des marchés financiers (AMF). The filing relates to a simplified cash tender offer, known in France as an offre publique d’achat simplifiée (OPAS). The offer targets the remaining shares of Vinpai that CFSL does not already own.

The proposed offer price is €3.60 per Vinpai share, the same price used in CFSL’s earlier block acquisition. The timetable and offer conditions have been set out in CFSL’s draft offer document and a press release issued alongside the filing. Both remain subject to AMF review.

Vinpai: the business CFSL is targeting

Vinpai (ISIN: FR001400AXT1; ticker: ALVIN) is described as a specialist in the design, manufacture and marketing of algae-based and plant-based functional ingredients. Its products serve the food and cosmetics industries, placing it within the broader functional and wellness ingredients value chain.

For CFSL, the transaction extends its stated focus areas around preservation solutions and flavour ingredients into a French-listed platform operating in adjacent functional ingredient categories. The documents referenced in the disclosure frame the transaction as a control acquisition followed by a regulated tender offer to minority shareholders.

Block acquisition completed in November 2025

CFSL reiterated that it completed the acquisition of a majority stake in Vinpai on November 27, 2025. The majority stake was acquired “by way of contribution in kind” at a price of €3.60 per Vinpai share. The block transaction represented 78.68% of Vinpai’s share capital and 84.89% of its voting rights at the time of that acquisition.

The shares were acquired from Vinpai’s majority shareholders, described as the sellers and including founders among the significant shareholders. The disclosures position the block acquisition as the trigger event that led to the subsequent tender offer process for remaining public shareholding.

Convertible bonds conversion and the updated holding

Alongside the block acquisition, CFSL also proceeded with the conversion of convertible bonds, enabling it to subscribe to 1,100,000 new ordinary shares of Vinpai issued to CFSL. Separately, earlier disclosures stated that CFSL agreed to invest €3.3 million through subscription to listed secured convertible bonds of Vinpai, with conversion intended to increase CFSL’s stake.

Following the completion of the acquisition and the bond conversion, CFSL’s holding is reported at 83.82% of Vinpai’s share capital and 80.85% of its voting rights as of “today” in the disclosure. This updated holding sets the base from which the OPAS aims to buy the remaining shares.

Key terms of the simplified tender offer (OPAS)

CFSL’s draft OPAS is a simplified cash tender offer for the shares not held by CFSL. The offer price remains €3.60 per Vinpai share, matching the block acquisition price. CFSL cited that the OPAS is filed pursuant to Articles 234-2 and 235-2 of the AMF General Regulation.

The draft offer document is available on the AMF website, as well as on CFSL’s and Vinpai’s websites. The offer’s completion remains subject to AMF review and, as referenced in earlier transaction communications, regulatory clearance (a declaration of compliance) by the AMF.

Fairness opinion and Vinpai board’s response

The disclosure includes a fairness assessment that supports the offer’s pricing for minority shareholders. It states that the offer provides shareholders “immediate liquidity” at a price equal to the block acquisition price and that the price includes premiums relative to the evaluation methods applied by the independent reviewer.

On the basis of a fairness opinion issued by Crowe HAF and the recommendation of Vinpai’s ad hoc committee, Vinpai’s Board of Directors unanimously issued a reasoned favorable opinion on the OPAS. This is a key procedural step in French tender offers, particularly where an offer is made by a controlling shareholder.

No squeeze-out plan highlighted in the filing

CFSL also stated that it no longer intends to ask the AMF to implement a squeeze-out procedure for Vinpai shares from the Euronext Growth Paris market. This is an important clarification for minority shareholders who often track whether an acquirer plans to force the acquisition of remaining shares once thresholds are crossed.

The statement does not remove the tender offer itself. Instead, it signals that CFSL is not pursuing the additional regulatory route that can lead to compulsory buyout and delisting under certain conditions.

Earlier timeline: SPA, tender offer commitment, and expected sequencing

Earlier communications referenced that CFSL and significant shareholders of Vinpai entered into a share purchase agreement (SPA) for acquisition of approximately 78.68% of Vinpai’s outstanding share capital at €3.60 per share. Those disclosures also set out that, following the share acquisition and conversion of convertible bonds, CFSL would initiate a mandatory cash tender offer for remaining public shareholders at €3.60 per share, subject to a fairness opinion from an independent expert appointed by Vinpai in accordance with French law.

A separate note in the material references an “open offer to buy the balance stake” of €2.66 million, also described as subject to an independent expert’s fairness opinion in France.

Summary table of the disclosed deal milestones

Market impact: what the filing changes for investors

For Vinpai’s minority shareholders, the filing formalises an exit route at €3.60 per share, aligned with the price paid in the block acquisition. The company’s board has already issued a favorable opinion based on the independent expert report and the ad hoc committee recommendation, which can influence shareholder participation.

For CFSL, the move is a step toward consolidating ownership through a regulated process in France while keeping the same pricing reference point used for control acquisition. The key near-term dependency is procedural: AMF review of the draft offer document and confirmation of the timetable and conditions described in the published materials.

Conclusion

CFSL has moved the Vinpai transaction into its next phase by filing a draft simplified cash tender offer with the AMF at €3.60 per share. The offer follows CFSL’s majority acquisition completed on November 27, 2025, and a subsequent increase in holding to 83.82% after convertible bond conversion. The next milestones will be driven by the AMF’s review process and the final tender offer timetable described in the draft offer document and related disclosures.