Open offer

An offer an acquirer must make to public shareholders when it crosses a control threshold in an Indian listed company.

Holding 25% or more of the voting rights triggers a mandatory open offer to the remaining public shareholders under the SEBI Substantial Acquisition of Shares and Takeovers Regulations, and so does acquiring control by any other route, or buying more than 5% in a financial year once already at 25% or more. That offer must be for at least a further 26% of the company. That 26% is a floor and not a customary size, so an acquirer that crosses the trigger and sees the minimum offer fully taken up ends at 51% and outright control. Its price is set by a formula, and the acquirer's preference doesn't enter it.

For a buyer, the consequence is a large, non-negotiable cash cost layered on top of whatever it paid for the negotiated block. That cost is part of the deal economics and is frequently left out of the headline transaction value, so add it back when you look at the deal.

For a minority holder, the consequence is a floor. Control can't change hands without an offer to everyone.

Check the current thresholds against the regulations before relying on a figure.