Magnum's INR 1,303 Crore Open Offer for Kwality Wall's Shares

Magnum Initiates Major Open Offer for Kwality Wall's

The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. has announced a mandatory open offer to acquire a significant stake from the public shareholders of Kwality Wall's (India) Limited. This development follows a major ownership change where Magnum acquired a controlling stake from several Unilever entities. The offer, valued at approximately INR 1,303 crore, marks a new chapter for the recently listed ice cream giant and is set to consolidate Magnum's control over the company. The move is a direct consequence of SEBI's takeover regulations, triggered by the preceding acquisition.

The Underlying Stake Acquisition

The mandatory open offer was necessitated by a Share Purchase Agreement (SPA) dated June 25, 2025. Under this agreement, Magnum acquired 145,44,12,858 equity shares, which translates to a 61.90% stake in Kwality Wall's. This controlling stake was purchased from seven different Unilever entities for a total consideration of EUR 278,553,038.86. At the prevailing exchange rate on February 13, 2026, this amount is equivalent to approximately INR 2,997.84 crore. This transaction effectively transferred control of the Indian ice cream business from the Unilever group to Magnum, setting the stage for the mandatory offer to public shareholders.

Open Offer Details

Managed by Kotak Mahindra Capital Company Limited, the open offer invites public shareholders to tender their shares. The acquirer aims to purchase up to 61,08,93,729 equity shares, representing 26.00% of the company's voting share capital.

The offer price of INR 21.33 per share was determined according to SEBI regulations, supported by valuation reports from independent valuers Bansi S. Mehta Valuers LLP and PwC Business Consulting Services LLP. The offer is not conditional upon any minimum level of acceptance.

Background: Demerger from Hindustan Unilever

The current corporate structure of Kwality Wall's is the result of a recent demerger. The ice cream business of Hindustan Unilever Limited (HUL) was spun off into a separate entity, Kwality Wall's (India) Limited. This scheme of arrangement received all necessary regulatory approvals, including from the National Company Law Tribunal, and became effective on December 1, 2025. As part of the demerger, all HUL shareholders as of the record date of December 5, 2025, were allotted one share of Kwality Wall's for every one share of HUL they held.

Successful Listing on Stock Exchanges

Following the demerger, Kwality Wall's (India) Limited successfully listed its shares on the Indian stock exchanges. Trading commenced on both the BSE and the National Stock Exchange (NSE) on February 16, 2026. The company is identified by the scrip code 544622 on the BSE and the symbol KWIL on the NSE. This listing provided a market-determined valuation for the new entity and created a liquid platform for its shares, just as the open offer was announced.

Projected Shareholding Structure

The acquisition and subsequent open offer will significantly alter the shareholding pattern of Kwality Wall's. After acquiring the 61.90% stake from Unilever, Magnum became the new promoter. The open offer provides an opportunity to increase this holding further.

If the open offer is fully subscribed, Magnum's total shareholding in the company will rise to 87.90%. The acquirer has confirmed that it has made firm financial arrangements to fulfill its obligations under the offer.

Regulatory Compliance and Future Intentions

The open offer is being conducted in compliance with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. A key point highlighted in the announcement is Magnum's intention for the future of Kwality Wall's. The company has explicitly stated that it has no plans to delist Kwality Wall's from the stock exchanges pursuant to this offer. This assures public shareholders that the company will remain a publicly traded entity, maintaining transparency and market access.

Market Position and Outlook

Kwality Wall's (India) Limited stands as a leading company in India's ice cream and frozen desserts market, with a legacy spanning 70 years. Its brand portfolio includes popular names like Magnum, Cornetto, and Twister. The company boasts a vast distribution network, operating in over 400 cities with a presence in more than 200,000 retail outlets and over 15,000 push carts. With the new ownership, the company is expected to have a sharper, more focused approach on innovation and market expansion within the ice cream sector. The successful completion of the open offer will solidify Magnum's strategic control, allowing it to steer the company's future growth.