Amphenol Announces Details of Open Offer for ADC India Communications Limited
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open offerregulatory
An open offer is a company’s invitation to its existing shareholders to buy additional newly issued shares at a specified price, usually in proportion to their current holdings. It matters to investors because taking part preserves their ownership percentage and can be a cheap way to buy more shares, while declining can lead to dilution of their stake; think of it like a bakery offering extra slices first to its regular customers before selling them to others.
Securities and Exchange Board of Indiaregulatory
Securities and Exchange Board of India is the government-appointed regulator that oversees India’s stock and securities markets. Think of it as the market’s referee and traffic cop: it sets and enforces rules, approves new listings, monitors trading for fraud or manipulation, and works to protect everyday investors’ interests. Its actions matter because they influence market fairness, investor confidence, and the legal framework that affects investment risk and returns.
SEBI (SAST) Regulationsregulatory
SEBI (SAST) Regulations are the Indian rules that govern large share purchases and takeover bids, requiring anyone who acquires a significant stake in a listed company to disclose the deal and, above certain thresholds, make a fair open offer to other shareholders. They matter to investors because these rules increase transparency, protect minority holders from sudden control changes, and ensure that any buyer pays a clear, public price — like neighborhood rules that force a visible sale process when someone tries to buy most of the houses on a street.
U.S. federal securities lawsregulatory
A set of federal laws that govern the offer, sale and trading of stocks, bonds and other investments in the United States, requiring companies to provide truthful, timely information and banning fraud and insider trading. For investors, these rules act like traffic laws for markets: they aim to keep trading fair and transparent, reduce the risk of deception, and provide legal remedies when companies or individuals break the rules.
WALLINGFORD, Conn.--(BUSINESS WIRE)--
Amphenol Corporation (NYSE: APH) (the “Company” or “Amphenol”), as part of its completed acquisition (the “CCS Acquisition”) of the Connectivity and Cable Solutions business from Vistance Networks, Inc. (formerly known as CommScope Holding Company, Inc., or “Seller”), announced today further details regarding its open offer to acquire up to 1,196,000 fully paid-up equity shares of face value of INR 10 of ADC India Communications Limited (the “Target Company”), representing 26.00% of the Target Company’s voting share capital, from the public shareholders of the Target Company, pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “SEBI (SAST) Regulations”) (the “Open Offer”). After the completion of the CCS Acquisition, the Target Company became an indirect majority-owned subsidiary of Amphenol.
The Open Offer is a mandatory open offer under Regulations 3(1), 4 and 5(1) of the SEBI (SAST) Regulations and is being made as a result of an indirect acquisition of voting rights and control of the Target Company by the Company, pursuant to execution of the Purchase Agreement, dated as of August 3, 2025, by and between the Seller and the Company (the “Purchase Agreement”). The Open Offer is being made at a price of INR 1,233.59 (or approximately US$13.68) per share (the “Offer Price”), and assuming full acceptance under the Open Offer, the total consideration payable by the Company in cash will be INR 1,475,373,640.00 (or approximately US$16.36 million). The Open Offer is not conditional upon any minimum level of acceptance.
The public announcement published on August 6, 2025, supplemental information regarding the participation in the Open Offer, and the complete terms and conditions of the Open Offer as set out in the Detailed Public Statement issued by the Company on January 15, 2026 are posted on the “Investors – News & Events” section of the Company’s website and will also be available on SEBI’s website at www.sebi.gov.in. Such documents contain important information about the Open Offer and related matters, and we encourage all public shareholders to review those materials in detail prior to making a decision regarding the Open Offer.
Disclaimer for Persons in the United States of America The Open Offer is being made for securities of an Indian company and is subject to the laws of India. Public shareholders in the United States of America (“U.S.”) should be aware that any documents relating to the Open Offer have been or will be prepared in accordance with Indian procedural and disclosure requirements, including requirements regarding the open offer timetable and timing of payments, all of which differ from those in the U.S. Any financial information included in any documents relating to the Open Offer has been or will be prepared in accordance with non-U.S. accounting standards (other than the financial information with respect to the Company) that may not be comparable to financial statements of companies in the U.S. or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
The receipt of cash pursuant to the open offer by a public shareholder of the Target Company may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each public shareholder of the Target Company is urged to consult their independent professional adviser immediately regarding the tax consequences of accepting the Open Offer.
It may be difficult for U.S. holders of equity shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the open offer, since the Target Company is incorporated in a country other than the U.S., and some or all of its officers and directors may be residents of countries other than the U.S.U.S. holders of equity shares in the Target Company may not be able to sue the Target Company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel the Target Company or its affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
None of the documents relating to the Open Offer have been filed with or reviewed by the U.S. Securities and Exchange Commission or any U.S. state securities regulators. Neither the U.S. Securities Exchange Commission nor any U.S. state securities regulators has approved or disapproved the Open Offer or passed any comment upon the adequacy or completeness of any documentation relating to the Open Offer have been. Any representation to the contrary is a criminal offence in the U.S. The securities at issue in the Open Offer have been offered in the U.S. only pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933 (the “Securities Act”), and therefore not be offered or sold in the U.S. in the future except pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.
About Amphenol
Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. Amphenol designs, manufactures and assembles its products at facilities in approximately 40 countries around the world and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader in high-growth areas of the interconnect market including: Automotive, Commercial Aerospace, Communications Networks, Defense, Industrial, Information Technology and Data Communications and Mobile Devices. For more information, visit www.amphenol.com.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may contain words and terms such as: “anticipate,” “could,” “believe,” “continue,” “expect,” “estimate,” “forecast,” “ongoing,” “project,” “seek,” “predict,” “target,” “will,” “intend,” “plan,” “look ahead,” “optimistic,” “potential,” “guidance,” “may,” “should,” or “would” and other words and terms of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about future accretion and other matters. These statements are only predictions, and such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed and the actual financial impact of the acquisition may differ from the expected financial impact described in this press release. Forward-looking statements in this press release should be evaluated together with the many uncertainties that affect Amphenol business, particularly those identified in the risk factor discussion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Amphenol undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made.
