Any Person, Other Than Acquirer, Can Announce Open Offer Within 15 Days of Acquirer’s Detailed Public Statement | SC

Case Details: Digvijay Laxhamsinh Gaekwad (Danny Gaekwad) v. Sapna Govind Rao - [2025] 171 taxmann.com 676 (SC)

Judiciary and Counsel Details

• Sanjiv Khanna, CJI & Sanjay Kumar, J.

Facts of the Case

In the instant case, private respondents had made a competing offer on 3-10-2023 and the appellant had made public announcement on 18-1-2025. The appellant’s application before SEBI on 22-1-2025 was within time period, as prescribed by Regulation 20 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

However, respondents had claimed that the public offer date should be taken as 3-10-2023, making the appellant’s application belated and beyond time and, SEBI had yet to decide the said aspect.

It was noted that there had been several attempts to stall public offer without success. However, it was also considered that an application filed by the appellants was still pending before SEBI and had not yet been disposed.

Further, it was noted that the appellant was required to deposit a sum of Rs. 600 crores in terms of Regulations, in the form of cash and/or bank guarantee, before 12-2-2025. The public offer price should be higher of the two – acquisition price or market price prevailing at the time of public offer.

Supreme Court Held

The Supreme Court observed that upon public announcement of an open offer for acquisition of shares of target company being made, any person, other than acquirer who has made such public announcement, must be entitled to make a public announcement of an open offer within fifteen working days of date of detailed public statement made by acquirer who has made first public announcement.

The Supreme Court held that upon the public announcement of a competing offer, an acquirer who had made a preceding competing offer must be entitled to revise terms of his open offer provided the revised terms are more favourable to shareholders of the target company.

Further, the Supreme Court held that acquirers making competing offers must be entitled to make upward revisions of offer price at any time up to one working day prior to commencement of tendering period.