Magnum Ice Cream Company Announces Open Offer for Kwality Wall's Shares at INR 21.33 Per Share

The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. has announced a mandatory open offer to acquire equity shares of Kwality Wall's (India) Limited, following its substantial acquisition from Unilever entities. The announcement, made through manager Kotak Mahindra Capital Company Limited, marks a significant ownership transition in India's ice cream sector. Open Offer Details The acquirer, along with persons acting in concert Magnum ICC Finance B.V. and The Magnum Ice Cream Company N.V., is offering to purchase up to 61,08,93,729 equity shares from public shareholders. The offer represents 26.00% of the voting share capital at INR 21.33 per share. Parameter: Details Offer Size: 61,08,93,729 equity shares Percentage: 26.00% of voting share capital Offer Price: INR 21.33 per share Total Consideration: INR 1303,03,63,239.57 Payment Mode: Cash The offer price has been determined in accordance with SEBI regulations, taking into account valuation reports dated February 13, 2026, issued by independent registered valuers Bansi S. Mehta Valuers LLP and PwC Business Consulting Services LLP. Underlying Transaction The open offer obligation arose from a share purchase agreement dated June 25, 2025, between the acquirer and seven Unilever entities. Under this agreement, the acquirer acquired 145,44,12,858 equity shares, representing 61.90% of the voting share capital. Seller Entity: Shares Acquired Percentage Unilever PLC: 111,43,70,148 47.43% Unilever Group Limited: 10,67,39,460 4.54% Unilever Overseas Holdings AG: 6,87,84,320 2.93% Unilever UK&CN Holdings Limited: 6,00,86,250 2.56% Unilever South India Estates Limited: 5,27,47,200 2.24% Unilever Assam Estates Limited: 3,28,20,480 1.40% Unilever Overseas Holdings B.V.: 1,88,65,000 0.80% The total consideration paid to Unilever entities amounts to EUR 278,553,038.86, equivalent to INR 2997,83,79,437.58 at the exchange rate of EUR 1 = INR 107.6218 prevailing on February 13, 2026. Corporate Restructuring Background The transaction follows the demerger of Hindustan Unilever Limited's ice cream business into Kwality Wall's (India) Limited. The scheme of arrangement, approved by regulatory authorities including the National Company Law Tribunal and SEBI, became effective on December 1, 2025. All HUL shareholders as of the record date December 5, 2025, received Kwality Wall's shares in a 1:1 ratio. Kwality Wall's shares received listing and trading approval from BSE and NSE on February 12, 2026, with trading commencing on February 16, 2026. The company is listed on BSE with scrip code 544622 and on NSE with symbol KWIL. Shareholding Structure Following the underlying transaction, the acquirer holds 61.90% of the voting share capital. If the open offer receives full acceptance, the acquirer's shareholding will increase to 87.90%, totaling 206,53,06,587 equity shares. Shareholding Stage: Number of Shares Percentage Post-Acquisition: 145,44,12,858 61.90% After Full Acceptance: 206,53,06,587 87.90% The acquirer has confirmed adequate financial resources to meet obligations under the offer and has made firm financial arrangements for financing the acquisition. The company has no intention to delist Kwality Wall's pursuant to this open offer. Regulatory Compliance The mandatory open offer is being made under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is not conditional upon any minimum level of acceptance and is not a competing offer under SEBI regulations. The detailed public statement will be published by February 24, 2026, within five working days of the public announcement, containing comprehensive details of the offer terms and conditions. Source: BSE/NSE Filing We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians. As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation. We plan to change that - a technology-led platform built for super traders and long term investors.