RBL Bank has announced updates to the open offer initiated by Emirates NBD Bank following receipt of regulatory approval. The acquirer intends to purchase up to 415,586,443 equity shares, representing 26% of the bank’s expanded voting share capital, at a price of INR 280.00 per share. Total consideration for the offer is valued at INR 116,364,204,040, with the deal now reflecting revised board composition and governance requirements stipulated by the regulator.
Revised Offer Terms
Following the receipt of the regulatory approval on April 1, 2026, RBL Bank and Emirates NBD Bank have amended their investment agreement. The open offer, which targets 26% of the bank’s expanded share capital, is now set to proceed with updated governance frameworks. The acquirer remains committed to the offer price of INR 280.00 per share, maintaining a total potential cash consideration of approximately INR 116.36 billion.
Updated Governance and Board Composition
As part of the recent regulatory stipulations, RBL Bank will undergo changes to its articles of association to align with new governance directions for subsidiaries of foreign banks. These changes include specific requirements regarding the composition of the board of directors, such as mandates on the ratio of non-executive and independent directors. The target company will now seek shareholder approval via special resolution to formalize these board structure updates.
Next Steps for Shareholders
The acquirer has confirmed that, aside from these specific amendments regarding board governance and statutory approvals, all other terms of the open offer remain unchanged. Shareholders can expect these updates to be incorporated into the final letter of offer. The process continues to move forward with the aim of facilitating the acquisition of 415,586,443 shares, subject to the proportionate reduction clause to ensure the acquirer’s total holding does not exceed 75% of the expanded share capital.
Source: BSE
