SEBI-Aligned Advisory under Takeover Regulations

Biz Valuations provides Open Offer advisory services to acquirers, promoters, and listed companies in transactions governed by the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. Our advisory is valuation-centric, compliance-focused, and shareholder-aware, supporting clients through pricing, regulatory coordination, and documentation requirements.

We assist stakeholders in navigating open offer obligations triggered by acquisitions, changes in control, or shareholding threshold breaches, ensuring alignment with SEBI takeover regulations, stock exchange requirements, and investor protection norms.

Discuss Your Open Offer Requirements with Our Advisors

What is an Open Offer?

An Open Offer is a mandatory public offer made to the shareholders of a listed company when an acquirer crosses specified shareholding or control thresholds under SEBI Takeover Regulations.

The objective of an open offer is to:

  • Provide an exit opportunity to public shareholders
  • Ensure transparency in acquisition and control changes
  • Protect minority shareholder interests

Open offers are a critical component of India’s takeover framework and require strict regulatory compliance.

When is an Open Offer Triggered?

An open offer is typically triggered when:
An acquirer crosses prescribed shareholding thresholds
There is a direct or indirect change in control
Shares or voting rights are acquired through agreements or arrangements
Certain restructuring or strategic transactions occur

Importance of Open Offer Advisory

Open offers involve complex regulatory requirements, pricing rules, and disclosure obligations. Professional open offer advisory is critical to:

Accurate Identification of Open Offer Triggers

We help identify mandatory open offer triggers under SEBI regulations to avoid non-compliance and penalties.

Protection of Minority Shareholder Interests

Our approach safeguards minority shareholders through fair pricing and transparent disclosure practices.

Efficient Timeline & Disclosure Management

We manage regulatory timelines, filings, and disclosures to ensure smooth and timely execution.

Compliant Open Offer Pricing

Our advisory ensures offer pricing is determined strictly in line with SEBI norms and valuation guidelines.

Reduced Regulatory & Execution Risk

Proactive advisory helps minimize regulatory exposure and execution risks throughout the open offer process.

Our Open Offer Advisory Services

Open Offer Structuring Advisory
• Identification of open offer triggers
• Advisory on acquisition and control structures
• Transaction sequencing and regulatory assessment
Open Offer Valuation & Pricing Advisory
• Independent open offer valuation
• Pricing analysis in accordance with takeover regulations
• Fairness opinions supporting offer price
• Documentation supporting pricing methodology
Regulatory & Documentation Support
• Assistance with offer documents and disclosures
• Advisory on SEBI Takeover Regulations compliance
• Coordination support with stock exchanges and intermediaries
• Guidance on regulatory timelines and processes
Execution & Shareholder Advisory
• Advisory support during the open offer period
• Shareholder communication guidance
• Post-offer reporting and compliance support

Valuation & Fairness in Open Offers

Valuation is central to open offer pricing and minority shareholder protection.

Globally accepted valuation methods (DCF & market)

Compliance with SEBI pricing regulations

Fair exit pricing for public shareholders

Independent and defensible valuation opinions

Regulatory & Compliance Framework

Our open offer advisory services are aligned with:

  • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations
  • Stock exchange disclosure requirements
  • Corporate governance and shareholder protection norms
  • Related regulatory and reporting obligations

We closely monitor regulatory developments to ensure continued compliance.

Why Choose Biz Valuations for Open Offer Advisory?

Biz Valuations brings deep expertise in valuation and capital market advisory to open offer transactions.

Valuation-Centric Open Offer Advisory

We anchor open offer transactions with robust valuations to support compliant and defensible offer pricing.

Strong Understanding of Takeover Regulations

Deep expertise in SEBI Takeover Regulations ensures accurate trigger identification and regulatory compliance.

Independent & Defensible Pricing Opinions

Our pricing opinions are objective, well-supported, and designed to withstand regulatory and stakeholder review.

Experience Across Acquisition & Control Transactions

Proven advisory experience across acquisitions, control changes, and complex capital market transactions.

Minority Shareholder-Focused Advisory Approach

We prioritize fairness, transparency, and protection of minority shareholder interests throughout the open offer process.

Who Should Consider Open Offer Advisory?

Acquirers and strategic investors

Promoters increasing shareholding or acquiring control

Listed companies involved in takeover transactions

Financial investors and private equity funds

Open Offer Advisory Process

1

Trigger Assessment & Regulatory Evaluation

We assess open offer triggers, control implications, and applicable SEBI Takeover Regulations.
2

Transaction Structuring & Valuation Advisory

We advise on transaction structure and determine compliant offer pricing supported by robust valuation analysis.
3

Documentation, Disclosures & Execution Support

We support preparation of offer documents, regulatory filings, and manage disclosures through the execution phase.
4

Shareholder Advisory & Post-Offer Compliance

We guide shareholder communication and manage post-offer reporting and regulatory compliance.

Frequently Asked Questions

1What is an open offer?
An open offer is a mandatory public offer to shareholders triggered under SEBI Takeover Regulations during acquisitions or changes in control.
2When is an open offer mandatory?
An open offer is mandatory when specified shareholding thresholds are crossed, or control changes occur.
3How is open offer price determined?
Pricing is determined based on SEBI Takeover Regulations and supported by valuation analysis.
4Is valuation mandatory for an open offer?
Valuation is critical to pricing, fairness, and regulatory compliance in open offers.
5How long does the open offer process take?
Timelines vary based on transaction complexity and regulatory review.

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