ChrysCapital-Led Consortium Acquires Controlling Stake in Novartis India via Off-Market Transfer
核心洞察
A ChrysCapital (搜索)-led consortium acquired a 70.68% controlling stake in Novartis India (搜索) through an off-market transfer on July 29, 2026, triggering a change in promoter classification.
WaveRise Investments Limited (搜索) emerged as the largest acquirer with a 56.45% stake, while ChrysCapital (搜索) Fund X and Two Infinity Partners acquired 10.32% and 3.91%, respectively.
ChrysCapital (搜索)'s subsequent open offer to acquire an additional 26% stake from public shareholders failed as Novartis India (搜索) shares surged over 72% since the February announcement.
A ChrysCapital (搜索)-led consortium has completed the acquisition of a controlling stake in Novartis India (搜索) Limited, marking a significant shift in the ownership structure of the Mumbai-listed pharmaceutical company. The transaction, executed via an off-market transfer on July 29, 2026, was disclosed under Regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The three acquirers — WaveRise Investments Limited (搜索), ChrysCapital (搜索) Fund X (the first scheme of ChrysCapital Trust I, a category II alternative investment fund registered with SEBI), and Two Infinity Partners — collectively acquired a substantial stake, triggering a change in the company's promoter classification. Two additional entities, ChrysCapital X, LLC and OceanEdge Investments Limited, were designated as Persons Acting in Concert (PACs), though neither acquired any shares in the transaction.
Acquisition Structure and Shareholding Details
WaveRise Investments Limited (搜索) emerged as the dominant shareholder, acquiring 13,938,382 shares representing 56.45% of total voting capital. ChrysCapital (搜索) Fund X acquired 2,547,189 shares (10.32%), while Two Infinity Partners secured 965,109 shares (3.91%). Prior to the acquisition, none of the acquirers or PACs belonged to the promoter or promoter group of Novartis India (搜索). Post-acquisition, WaveRise Investments Limited and ChrysCapital Fund X have been classified as promoters, with Two Infinity Partners classified as a member of the promoter group.
The equity share capital of Novartis India (搜索) remained unchanged at INR 12,34,53,985, comprising 24,690,797 fully paid-up equity shares with a face value of INR 5 each. No shares were acquired in the nature of encumbrance, and there are no warrants, convertible securities, or other instruments entitling any acquirer or PAC to receive additional shares.
Open Offer Falls Short
The stake acquisition was originally agreed upon in February 2026, when ChrysCapital (搜索) committed to acquiring Novartis AG's entire stake in its Indian unit for Rs 1,445.8 crore ($159 million), targeting a 70.68% holding. ChrysCapital also launched an open offer to acquire an additional 26% stake from public shareholders for approximately Rs 552 crore at Rs 860.64 per share, which would have increased its ownership to over 96%.
However, the open offer found no takers as Novartis India (搜索)'s shares rallied more than 72% since the February announcement, trading at Rs 1,485 as of the latest reports — well above the offer price of Rs 860.64 per share.
Novartis India (搜索)'s Legacy and ChrysCapital (搜索)'s Pharma Portfolio
Novartis's presence in India dates back to 1947. The Swiss pharmaceutical major operates in the country via two entities: Novartis Healthcare Private Limited and the Mumbai-listed Novartis India (搜索). For Novartis AG, India represents one of the few countries where it maintains a broad presence spanning commercial pharma operations, drug development, biomedical research, and operations.
ChrysCapital (搜索) executed the buyout through its 10th flagship fund, which set a record as the largest sector-agnostic fund ever raised by a private equity firm in India, with a corpus of $2.2 billion — 60% higher than the $1.35 billion raised for its ninth fund three years prior. The firm's healthcare portfolio already includes at least four pharmaceutical and domestic formulation companies: La Renon Healthcare, Intas Pharmaceuticals, Eris Lifesciences, and Corona Remedies.
Novartis AG Financial Performance
On a global scale, Novartis AG reported net sales of $14.4 billion for the second quarter of 2026, representing a 1% increase in constant currencies. Core operating income remained flat at $5.9 billion, while net income declined 19% to $3.3 billion, impacted by higher income taxes and interest expenses.
Core earnings per share reached $2.41, beating the analyst consensus estimate of $2.13 by 13.15%. Quarterly sales of $14.408 billion also surpassed analyst expectations of $14.042 billion by 2.61%.
Growth Drivers and Pipeline Momentum
Sales growth was propelled by priority brands, with Kisqali (ribociclib) increasing 43% in constant currencies to $1.7 billion and Kesimpta (ofatumumab) rising 32% to $1.4 billion. Other notable performers included Scemblix, which grew 89% to $562 million, and Pluvicto, which increased 43% to $651 million. Cosentyx sales grew 10% to $1.8 billion, while Leqvio surged 59% to $480 million and Fabhalta increased 88% to $225 million.
The company advanced its pipeline with several key regulatory milestones. Rhapsido (搜索) received approval from the European Commission and Japan's MHLW for chronic spontaneous urticaria (搜索). Itvisma (搜索) was approved by the European Commission as a gene replacement therapy for a broad spinal muscular atrophy (搜索) patient population. The FDA granted pediatric exclusivity to Kisqali, adding six months of exclusivity to existing patents. Additionally, a Biologics License Application was submitted to the FDA for accelerated approval of del-zota in Duchenne muscular dystrophy (搜索).
Outlook and Capital Allocation
Novartis reaffirmed its full-year 2026 guidance, expecting net sales to grow by a low single-digit percentage and core operating income to decline by a low single-digit percentage in constant currencies. During the first half of 2026, the company repurchased 18.2 million shares for $2.8 billion. Net debt increased to $39.4 billion at June 30, 2026, compared to $21.9 billion at December 31, 2025, driven by mergers and acquisitions, dividend payments, and share repurchases. The company maintained its long-term credit ratings of Aa3 with Moody's and AA- with S&P.