In a major development in the Indian consumer goods and private equity landscape, VIP Industries Limited, Asia’s largest and the world’s second-largest luggage manufacturer, has announced a strategic ownership transition. Dilip Piramal and family, the promoters of VIP Industries, have entered into a definitive agreement to divest up to 32% stake in the company to a Multiples-led consortium, paving the way for a change in control.
The deal, once completed, will see Multiples Alternate Asset Management, a prominent private equity firm led by Renuka Ramnath, take the reins of VIP Industries. While control of the company will shift to Multiples, the Piramal family will continue as shareholders, with Mr. Dilip Piramal assuming the honorary title of Chairman Emeritus. “This marks an important step toward reviving the company’s strong legacy and helping it regain its foothold in the Indian luggage market, where it has struggled in recent years,” said Mr. Piramal. Ms. Renuka Ramnath added, “Multiples is excited to lead the ownership transition of VIP and further build on its rich heritage and unlock its next phase of growth.”
Mandatory Open Offer Triggered
As per SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) Regulations, the transaction has triggered a mandatory open offer. The Multiples consortium — led by Multiples Private Equity Fund IV and Multiples Private Equity Gift Fund IV, along with four persons acting in concert (PACs) — has launched an open offer to acquire 26% of VIP Industries’ expanded share capital.
The open offer covers 3,70,56,229 equity shares at a price of ₹388 per share, aggregating up to ₹1,437.78 crore in total consideration. The offer will be entirely paid in cash and is contingent upon approval from the Competition Commission of India (CCI).
JM Financial is managing the open offer, Arpwood Capital advised the sellers, and legal counsel includes AZB & Partners for the sellers and Khaitan & Co. for the acquirers.
Transaction Structure and Shareholding
The acquisition will be executed in two tranches. Initially, 83.9 lakh shares (5.89%) will be purchased under Tranche 1, followed by up to 3.7 crore shares (26%) in Tranche 2, depending on the public response to the open offer.
If the open offer is fully subscribed, the acquirers and PACs would hold 31.89% of VIP Industries post-transaction.
Post-deal, the shareholding of the Piramal family and associated entities will decline from 49.23% to 17.34%, subject to final open offer results. The transaction documentation includes a Shareholders’ Agreement and a Limited Purpose Agreement outlining roles and obligations.