Ambeon makes voluntary offer for Harischandra at Rs. 3,400 per share

Monday, 30 March 2026 05:31 -     - {{hitsCtrl.values.hits}}

  • 51.11% stake of 981,118 shares valued at Rs. 3.34 b under January SPA
  • Offer price below Rs. 5,068.75 last close and Rs. 6,982 peak after initial deal announcement
  • Implies about 3.5x multiple to net asset value of Rs. 964.6 per share as at end-Dec. 2025
  • To acquire control at Rs. 100 more per share than Hayleys’ acquisition of 40.58% stake

Ambeon Essentials Ltd., a subsidiary of Ambeon Capital PLC, on Friday announced a voluntary offer to acquire all issued and paid-up ordinary voting shares of Harischandra Mills PLC at Rs. 3,400 per share, implying a total equity valuation of approximately Rs. 6.5 billion and confirming pricing for the transaction first disclosed in January.

Ambeon Capital PLC on 27 January said its subsidiary entered into a Share Sale and Purchase Agreement (SPA) to acquire a 51.11% controlling stake in Harischandra Mills from a consortium of shareholders, without disclosing the price at the time. The announcement triggered a sharp market reaction, with the share price rising by 25% to Rs. 6,982.

The offer price of Rs. 3,400 per share compares with a net asset value of Rs. 964.6 per share as at end-December 2025, implying a multiple of around 3.5 times book value. Harischandra Mills shares closed up Rs. 129.75 on Friday (27) at Rs. 5,068.75.

The company on Friday said the agreed price for the 981,118 shares under the SPA is Rs. 3,400 per share, valuing the controlling stake at approximately Rs. 3.34 billion. The same price is now being offered to all remaining shareholders under the voluntary offer.

The voluntary offer has been made in terms of the Company Takeovers and Mergers Code. The company said that upon acceptance by shareholders holding approximately 51.11%, the offer will convert into a Mandatory Offer under Rule 31 and will be extended to all remaining shareholders.

The consortium of sellers includes family members U.N. de Silva, C.P. Rodrigo, N.T. Samarasinghe, S.N. Samarasinghe, N.A. Rodrigo, S.A. Rodrigo, G.S.V. de Silva, M.P. de Silva, and R.K. Samarasinghe, collectively representing 51.11% of the issued shares. The company said these parties are related and that several are connected to the Board of the company.

At present, Hayleys PLC owns 40.58% stake, acquired in October 2025 at Rs. 3,300 per share.

Ambeon Essentials said it has not acquired any shares in the three months prior to the commencement of the offer period and that there are no parties acting in concert with it. The shares to be acquired under the offer will be free from all encumbrances and will carry full rights, including dividends and other distributions.

If Hayleys PLC tenders its full stake, it would realise a profit of about Rs. 77.9 million, excluding transaction costs and taxes.

 

COMMENTS