お知らせ • Nov 28
Camlin Fine Sciences Limited (BSE:532834) completed the acquisition of 78.68% stake in Vinpai SAS (ENXTPA:ALVIN) from Cyrille Damany, Philippe Le Ray, Chris Project, Alexandre de Selliers de Moranville, Saffelberg Investments NV, Jean-Marc Loiseau and others.
Camlin Fine Sciences Limited (BSE:532834) agreed to acquire 78.68% stake in Vinpai SAS (ENXTPA:ALVIN) from Cyrille Damany, Philippe Le Ray, Chris Project, Alexandre de Selliers de Moranville, Saffelberg Investments NV, Jean-Marc Loiseau and others for €11.2 million on February 24, 2025. In another transaction, Camlin Fine Sciences Limited has also agreed to invest an amount of €3.3 million in Vinpai through subscription to listed secured convertible bonds of Vinpai. Subject to and simultaneously with the acquisition of shares from the Sellers, the convertible bonds will be converted into ordinary equity shares of Vinpai. the Company shall initiate a mandatory cash tender offer (‘Tender Offer’) for the remaining shares of Vinpai held by public shareholders at a price of €3.60 per share in accordance with the terms of a tender offer agreement entered into between the Company and Vinpai (‘TOA’), which price will be subject to a fairness opinion from an independent expert to be appointed by Vinpai in accordance with French law. If, pursuant to the tender offer process, the Company holds more than 90% of the share capital and voting rights of Vinpai (when combined with the shares acquired from the Sellers and the shares resulting from the conversion of the convertible bonds), the Company may initiate a squeeze-out process under French law, to acquire shares of Vinpai held by the remaining shareholders. Concomitantly with the signing of the SPA, the Company has agreed to grant a financing to Vinpai for an amount of €3.3 million through the subscription of listed secured convertible bonds. Subject to and simultaneously with the acquisition of shares from the Sellers, the convertible bonds will be converted into ordinary equity shares of Vinpai. The transaction will be financed through issuance of equity shares of Camlin by way of preferential allotment on a private placement basis towards consideration payable for acquisition of majority equity stake in Vinpai pursuant to a share swap arrangement.
The transaction under the SPA is subject to certain customary and business related conditions precedent (including but not limited to notably the absence of a material adverse change or the obtaining of the necessary regulatory and corporate authorizations). Completion of the Tender Offer shall remain subject to the regulatory clearance (déclaration de conformité) from the AMF i.e. the French financial markets authority (Autorité des marchés financiers). Completion of the transaction under the SPA on or before June 30, 2025. As of June 25, 2025, the timeline for completion of the said acquisition has been extended mutually by the parties and is now expected to be completed on or before September 30, 2025. The transaction is subject to statutory and regulatory approval as may be required and approval of board and shareholders of Camlin Fine Sciences Limited. As of September 29, 2025, the Board of Directors of Camlin Fine Sciences Limited has considered and approved to create, issue, offer and allot up to 41,06,181, aggregating up to a consideration of €11.21 million as consideration other than cash towards the acquisition of ordinary shares of Vinpai. As per the announcement dated November 26, 2025 the transaction has been approved by the shareholders of Camlin Fine Sciences Limited. The timeline for completion of the said acquisition has been extended mutually by the parties and is now expected to be completed on or before November 30, 2025.
Camlin Fine Sciences Limited (BSE:532834) completed the acquisition of 78.68% stake in Vinpai SAS (ENXTPA:ALVIN) from Cyrille Damany, Philippe Le Ray, Chris Project, Alexandre de Selliers de Moranville, Saffelberg Investments NV, Jean-Marc Loiseau and others on November 27, 2025. As a result of the completion of the Block Acquisition which occurs today and the conversion of the Convertible Bonds contemplated in the next few days, CFSL will hold 83.82% of the Company's share capital and 80.86% of its voting rights.