Novartis India stake sale: 71% exit, open offer in 2026

Deal snapshot: controlling stake changes hands

Swiss drugmaker Novartis AG has agreed to sell its entire 70.68% shareholding in its listed Indian unit, Novartis India Ltd (NIL), to a consortium led by private equity firm ChrysCapital. The promoter stake sale is valued at about ₹1,446 crore, as disclosed to exchanges. The buyers include WaveRise Investments and Two Infinity Partners, and filings also refer to persons acting in concert such as ChrysCapital X, LLC and OceanEdge Investments Limited. The transaction results in a complete change in control of the company after closing. Novartis AG said it has notified the Novartis India board about the agreement to transfer its 70.68% shareholding. The divestment comes after the parent began a strategic review of its Indian subsidiary around two years ago. Novartis said the review included assessing its stake in the Mumbai-based firm, with the objective of focusing on high-value, innovation-led medicines.

Who is buying, and what they are acquiring

According to exchange filings, Novartis AG is selling 17.4 million fully paid-up equity shares, representing 70.68% of Novartis India. The disclosed share count for the promoter sale is 1,74,50,680 equity shares. In the December quarter, Novartis AG held 70.68% in its Indian unit, matching the stake now being transferred. The buyer group is described as a consortium comprising WaveRise Investments Limited, ChrysCapital Fund X and Two Infinity Partners, along with associated entities named in public announcements. The acquirers will obtain control of Novartis India upon completion. After closing, Novartis AG will cease to be classified as the promoter of Novartis India, and the acquirers will be classified as its promoters in accordance with applicable law.

Transaction timing and conditions

The transaction was executed on February 19, 2026, the company said in an exchange filing. Separately, the deal is expected to close in the September quarter, subject to meeting certain conditions. The public communications indicate customary post-closing obligations and regulatory formalities will follow completion. A key post-closing step is a corporate identity change: Novartis India has agreed to change its name to remove all references to the Novartis group within 120 days after completion. This is positioned as part of the transition away from Novartis group branding once control shifts to the new promoter group.

Mandatory open offer: price, size, and cash outlay

The acquisition has triggered a mandatory open offer to acquire up to 26% of Novartis India from public shareholders. The open offer allows public shareholders to tender up to 64,19,608 fully paid-up equity shares of face value ₹5 each, representing 26% of the voting share capital. The offer price is fixed at ₹860.64 per share, and the filings state the entire consideration is payable in cash. Assuming full acceptance, the total consideration for the open offer works out to about ₹552.49 crore. Filings also describe the open offer price as a 3.64% premium to the previous closing price of ₹830.45 per share.

What the disclosed structure says about pricing

One disclosure on the transaction structure states that one acquirer will acquire 56.45% of the equity share capital at ₹860.64 per share. It also states that two other consortium entities will acquire 10.32% and 3.91%, respectively, at ₹701.25 per share. Alongside these details, the total consideration for the underlying promoter stake transaction has been pegged at around ₹1,445.89 crore, subject to adjustments as outlined in the agreement. The filings consistently describe the promoter stake being sold as 70.68% and the open offer as up to 26%.

Stock market reaction: upper circuit move

Shares of Novartis India surged sharply after the announcement that Novartis AG would exit by selling its controlling stake. Reports cited the stock hitting a 20% upper price band limit on Friday. One market update noted the stock hit the upper circuit at ₹996.50, while other updates described an intraday rise of around 17% to 20%. The sharp move tracked the control-change event and the open offer mechanics. The open offer price of ₹860.64 and the stated premium to the prior close were key reference points for investors on the day.

Why Novartis is exiting its listed Indian unit

The parent’s exit is linked to a strategic review initiated around two years ago. Novartis had said the exercise included assessing its stake in the Indian subsidiary, with the objective of focusing on high-value, innovation-led medicines. The transaction marks the culmination of that review process. With the promoter stake sale, Novartis AG will move out of the listed entity’s promoter position and ownership. At the same time, the company has clarified that it would continue its presence in India through its wholly owned unit, Novartis Healthcare Pvt Ltd (NHPL).

What changes for governance and branding after closing

Once the deal completes, the acquirers will assume control and will be classified as new promoters. Novartis AG will hold nil shares after completion, and it will cease to be in control of the company, with its status changing in line with SEBI regulations as described in the filings. The company has also agreed to remove references to the Novartis group from its name within 120 days after completion. These steps together reflect the shift from being a listed subsidiary of a global pharma promoter to being controlled by a private equity-led investor group.

Key numbers at a glance

Market impact and what investors will watch next

For investors, the key near-term marker is the open offer process, since it sets a defined tender price for up to 26% of the company’s voting share capital. Another key point is the control transition and promoter reclassification, which is central to how the stock is tracked by the market after closing. The company’s planned name change within 120 days of completion is also a material disclosure because it signals a clean break from the Novartis group identity in the listed entity. At the group level, Novartis has indicated it will continue in India through NHPL, which keeps an operating presence even as it exits the listed subsidiary.

Conclusion

Novartis AG’s agreement to sell its 70.68% stake in Novartis India for about ₹1,446 crore hands control to a ChrysCapital-led consortium and triggers a mandatory open offer of up to 26% at ₹860.64 per share. The deal is expected to close in the September quarter, subject to conditions, and the company has committed to a name change within 120 days of completion.