Mumbai, February 24, 2025
Camlin Fine Sciences Limited (NSE: CAMLINFINE) has announced its acquisition of
Vinpai S.A., a France-based
ingredient-tech company, for
EUR 3.60 per share. The transaction includes a
majority stake acquisition of 78.68%, with provisions to increase ownership to over
90% through a mandatory tender offer.
Key Acquisition Details
| Aspect | Details |
|---|
| Acquirer | Camlin Fine Sciences Limited |
| Target | Vinpai S.A. |
| Industry | Food, Cosmetics, and Medical |
| Acquisition Type | Share Purchase & Convertible Bonds |
| Stake Acquired | 78.68% (Potentially 90%+) |
| Acquisition Cost | INR 1,436 crore |
| Consideration Structure | Cash & Share Swap |
| Indicative Completion Date | On or before June 30, 2025 |
| Regulatory Approvals | Not required |
Financial Snapshot of Vinpai S.A.
| Metric (FY 2023) | Amount (INR) |
|---|
| Turnover | ₹834.3 crore |
| Net Worth | ₹200.8 crore |
| Profit After Tax | -₹149.2 crore |
Deal Structure & Funding
- Primary Investment: EUR 3.3 million via secured convertible bonds.
- Share Swap Mechanism: The consideration to sellers includes a share exchange with Camlin Fine Sciences' stock price determined per SEBI's ICDR Regulations.
- Public Offer: A mandatory tender offer will be launched at EUR 3.60 per share, with the potential for a squeeze-out if over 90% ownership is reached.
Strategic Rationale
Vinpai specializes in
natural functional ingredients derived from
algae, plants, and minerals, replacing synthetic additives in
food, cosmetics, and nutraceuticals. With a presence in
Europe, North Africa, West Africa, and Southeast Asia, Camlin Fine Sciences sees this acquisition as a gateway to:
- Expand its product portfolio with sustainable ingredient solutions.
- Leverage Vinpai’s technology to enhance production efficiency.
- Enter the high-growth animal feed market.
- Strengthen global market positioning.
Management Commentary
"The acquisition of Vinpai aligns with our strategy to enhance our offerings with sustainable solutions. Vinpai’s expertise in natural functional ingredients presents an opportunity to expand our portfolio while strengthening our presence in high-growth markets," said the
management of Camlin Fine Sciences Limited.
Next Steps
- Shareholder approval for the Share Swap agreement.
- Completion of Convertible Bond conversion.
- Launch of mandatory tender offer for remaining shares.
The deal is
expected to be finalized by June 30, 2025, subject to regulatory and business conditions.
Market Impact & Outlook
The acquisition will
strengthen Camlin Fine Sciences’ market leadership in the
food, cosmetics, and nutraceutical industries while opening new revenue streams in
feed additives and sustainable ingredients.
Conclusion
This acquisition positions
Camlin Fine Sciences at the forefront of
natural ingredient innovation, leveraging Vinpai’s proprietary technology and global reach. Investors will closely watch
integration synergies and
growth impact post-completion.
