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Reference is made to the disclosures made by Indorama Ventures Public Company Limited (the “Company” or “IVL”) on 24 February 2025 and 27 May 2025 regarding the acquisition of a 24.9% equity stake in EPL Limited (“EPL”), a public company listed on the BSE Limited and the National Stock Exchange of India Limited.
The Company would like to inform you that the Board of Directors, at its meeting held on 29 March 2026, has passed a resolution approving the proposed merger of Indovida India Private Limited (“Indovida”), an indirect wholly owned subsidiary of the Company, with EPL(the “Transaction”).
Under the proposed Transaction structure, Indovida India will be merged with EPL, and EPL will issue its shares to Indorama Netherlands B.V., an indirect subsidiary of the Company, in consideration for the shares held by it in Indovida. Upon completion of the Transaction, the Company (through its subsidiaries), together with its existing shareholding in EPL acquired in 2025, is expected to hold approximately 51.80%of EPL, while the remaining shares will be held by Blackstone Group and public share holders.The total value of the Transactions approximately INR 62,558million(equivalent to approximately Thai Baht 23,778.31 million).
The Transaction is subject to customary regulatory approvals, including approvals from relevant regulatory authorities in India, as well as approval from share holders and creditors of EPL and Indovida. The completion of the Transaction is expected 12 months from the announcement, subject to the fulfilment of conditions precedent.
EPL is one of the leading global specialty packaging companies, manufacturing laminated plastic tubes catering to the FMCG and Pharma space. Indovida is a rigid PET packaging platform producing preforms, bottles and closures, with operations across multiple emerging markets. The proposed merger will combine EPL’s excellence in flexible packaging with Indovida’s capabilities in rigid packaging, creating a broader multi-format packaging platform with a broader geographic foot print. This merger will create an emerging markets packaging leader that combines complementary operational capabilities, expands global reach, enhances growth potential and improves margin and return metrics.
The Transaction aligns with the Company’s strategy to expand its downstream packaging business and strengthen its presence in India, which is a key growth market. The combined platform is expected to benefit from diverse product offerings, operational synergies, and enhanced access to customers across high-growth markets. The Transaction is considered both an acquisition and a disposal of assets of the Company in accordance with the Notification of the Capital Market Supervisory Board No. Tor Jor. 20/2551, Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand (SET) Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposal of Assets B.E. 2547 (A.D. 2004) (as amended) (collectively referred to as 1It is based on the exchange rate of INR 1 = Baht 0.3801 as at 27 March 2026. the “Acquisition or Disposal Notification”).
The transaction size of each acquisition and disposal, calculated based on the Company’s audited consolidated financial statements as of 31 December 2025, is less than 15 percent. The aggregate size of acquisition and disposal transactions in the past 6 months, each calculated separately, are also less than the 15 percent threshold prescribed under the Acquisition or Disposal Notification. In addition, the Transaction is not considered as connected transaction under the Notification of the Capital Market Supervisory Board No. Torpor. 21/2551 Re: Rules on Connected Transactions (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand (SET) Re: Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transaction B.E. 2546 (A.D. 2003) (as amended).We enclose the presentation materials on this transaction for your information and reference
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