Udaan Acquires ShopKirana in USD 88.5 Mn All-Stock Deal
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B2B e-commerce platform Udaan has made a significant move in the grocery commerce sector by acquiring Shopkirana in an all-stock deal. This marks a major consolidation in the industry, highlighting the ongoing shifts within the grocery e-commerce space.
As per regulatory filings, the deal has been approved by the board of Info Edge, which holds a 26.14% stake in Shopkirana through its wholly-owned subsidiary Startup Investments Holding Ltd (SIHL). The stake has been transferred to Hiveloop Technology Pvt Ltd (HEPL), a subsidiary of Trustroot Internet, Udaan's parent company based in Singapore.
In return for its stake, Info Edge will receive 1.68 crore shares of Hiveloop Technology, which translates to about 0.91% of HEPL on a fully diluted basis. These shares are linked to 73,561 reference shares of Udaan's parent company, valued at approximately USD 23.13 million. The swap suggests that Shopkirana's total enterprise value is around USD 88.5 million, based on the value of Info Edge's minority stake. However, the transaction remains subject to customary closing conditions outlined in the agreement.
Entrackr's analysis points out that Shopkirana will secure a 3.48% stake in Udaan's Indian business, based on Info Edge's holding in the Indian entity of Udaan. Founded in 2015, Shopkirana has received significant investments, raising over USD 50 million from investors such as Info Edge, Sixth Sense Ventures, and the Oman India Joint Investment Fund, among others.
Shopkirana has carved out a niche by focusing on the digitisation of procurement for kirana stores in smaller cities like Indore, Bhopal, Surat, and Agra. The integration with Udaan is expected to expand the latter's reach in fast-moving consumer goods (FMCG) and the hotel, restaurant, and catering (HoReCa) business.
In the fiscal year ending March 2024, Shopkirana's revenue fell by 6.26%, from INR 681.81 crore in FY23 to INR 639.16 crore in FY24. However, the company managed to reduce its losses by 30%, bringing them down to INR 55 crore in FY24. The results for FY25 are yet to be reported.
This acquisition signals the increasing investor fatigue and challenges within the grocery commerce space. Many firms have struggled to turn a profit, despite the large scale of the market. For Shopkirana, this move could be seen as an effort to position itself for acquisition by controlling costs, although this has affected topline growth. For Udaan, the stock swap offers a relatively low-risk acquisition as it continues its push to reduce EBITDA losses and hopes for future upside.
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(32,239 ) 26,157 (2,224 ) Employee benefits obligation 59 11 24 51,653 30,969 (2,112 ) Cash provided by operations: Interest received 339 55 74 Income taxes paid (11,490 ) (6,979 ) (852 ) Net cash provided by/(used in) operating activities 40,502 24,045 (2,890 ) Investing activities Proceeds from sale of property, plant and equipment — 698 — Cash payment for management buyout — (2,000 ) — Acquisition of property, plant and equipment (2,863 ) (3,238 ) (1,200 ) Acquisition of intangible asset — (11 ) — Repayment from/(loan to) related parties — — 20,981 Amount due from a related party 1 (1,585 ) — Net cash (used in)/provided by investing activities (2,862 ) (6,136 ) 19,781 Financing activities Advances from potential investors — 5,000 — Proceeds from loans and borrowings — — 874 Proceeds from loans from related parties — — 8,845 Repayment of loans from related parties — — (28,038 ) Repayment of loans and borrowings (6,504 ) (3,874 ) — Interest paid (253 ) (211 ) (200 ) Payment of lease 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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION COPENHAGEN, Denmark, July 28, 2025 – Bavarian Nordic A/S (OMX: BAVA) ('Bavarian Nordic') announced today that it has entered into an announcement agreement with Innosera ApS (the 'Offeror'), a newly formed company controlled by Nordic Capital Fund XI1 and funds managed and advised by Permira Beteiligungsberatung GmbH ('Permira'), pursuant to which the Offeror will make an all-cash recommended voluntary public takeover offer to acquire all issued and outstanding shares (excluding treasury shares) in Bavarian Nordic (the 'Offer'). Highlights of the Offer The offer price is DKK 233 in cash for each share in Bavarian Nordic (the 'Offer Price'), valuing the transaction equity of Bavarian Nordic at approx. DKK 19 billion based on the fully diluted shares outstanding. 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Conditions to completion The Offer will be made subject to a number of customary conditions, including a requirement that, unless waived, the Offeror at the expiry of the Offer period owns or has received valid acceptances with respect to shares representing more than 90% of the voting rights and share capital of Bavarian Nordic, that necessary approvals by relevant regulatory authorities are obtained, that the Board of Directors of Bavarian Nordic has not withdrawn or adversely amended its recommendation to the shareholders to accept the Offer, the non-occurrence of certain material adverse changes, and certain other customary conditions. According to the Offeror's assessment, the completion of the Offer will require customary merger control and foreign direct investment approvals. The Offeror has in the announcement agreement made certain commitments to Bavarian Nordic for the purpose of satisfying the regulatory conditions. Offer process, terms and conditionsThe announcement of the Offeror's decision to make the Offer is attached. The Offer will be conducted in accordance with Danish law and the terms and conditions of the Offer will be set out in an offer document, which will be published by the Offeror upon approval by the Danish Financial Supervisory Authority no later than four weeks from the date of this announcement. The Offer is expected to be made in the United States in compliance with Section 14(e) of, and applicable provisions of Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the "Tier II" exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Danish law. Once the offer document is published, all shareholders in Bavarian Nordic (except shareholders who are resident in certain restricted jurisdictions) will have the possibility to tender their Bavarian Nordic shares to the Offeror. The offer period is expected to expire six weeks from publication of the offer document but can be extended, including in order to satisfy the regulatory conditions. After expiry of the offer period (as may be extended), the Offeror will publish the preliminary results of the Offer, and no later than three business days thereafter, the final result of the Offer. The Offeror expects completion of the Offer, including payment to the tendering shareholders, to occur in Q4 2025. AdvisorsCiti and Nordea are acting as financial advisors to Bavarian Nordic. Kromann Reumert is acting as lead legal advisor to Bavarian Nordic on the transaction. 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Nordic Capital is a leading sector-specialist private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and Services & Industrial Tech. Key regions are Northern Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested c. EUR 28 billion in 150 investments and its team of 250 professionals operates from 10 offices including local sector investment advisory teams in Denmark, Sweden, Germany, Norway, Finland, the UK and the US. Healthcare has been one of Nordic Capital's key focus sectors since its establishment in 1989. In total, Nordic Capital has invested in 43 Healthcare platform companies and has deployed EUR 10.4 billion of equity capital across its focus sub-sectors Pharma, Healthtech, Medtech & Life Sciences and Healthcare Services. Permira is a global investment firm that backs successful businesses with growth ambitions. Founded in 1985, the firm advises funds across two core asset classes, private equity and credit, with total committed capital of approximately €80bn. The Permira private equity funds make both long-term majority (Buyout) and minority (Growth Equity) investments in four key sectors: Healthcare, Technology, Consumer, and Services. The Permira funds have an extensive track record in healthcare investing, having deployed over €5 billion in 20+ companies to scale some of the most innovative healthcare businesses globally across specialty pharma, medical devices, healthcare outsourcing platforms and healthcare technology. Permira employs over 500 people in 17 offices across Europe, the United States and Asia. DISCLAIMERSThe following announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities and is neither a tender offer document nor a prospectus for the purposes of EU regulation 2017/1129, and as such does not constitute or form part of an offer or invitation to make a sales offer in any jurisdiction. The Offer has not yet commenced. If and when the Offer is commenced, the terms and conditions of the Offer will be set forth in an offer document and related materials, which will be made available to eligible shareholders in accordance with applicable law. This announcement is not directed at shareholders of Bavarian Nordic resident in any jurisdiction in which the submission of the Offer, or acceptance thereof, or this announcement would contravene the law of such jurisdiction. Accordingly, neither this announcement nor any other material regarding the Offer may be distributed in any jurisdiction outside of Denmark or United States, if such distribution would require any registration, qualification, or other requirement in respect of any offer to purchase or sell securities or distribute documents or advertisements in respect thereof. Any person acquiring possession of this announcement or any other document referring to the Offer is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions. This announcement does not constitute an offer or invitation to purchase any securities in Bavarian Nordic or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of an offer document approved by the Danish Financial Supervisory Authority, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Shareholders in Bavarian Nordic are advised to read the offer document and the related documents when published as they will contain important information. The Offer is subject to the laws of Denmark. The offer document will be, and this announcement has been, drawn up in the Danish and English languages. In the event of any discrepancy between the two language versions of this announcement, the Danish language version will prevail. The Offer relates to the securities of a Danish company and is subject to the disclosure requirements applicable under Danish law, which may be different in material aspects from those applicable in the United States. For shareholders residing or precedent in the United States, please see notice below. Forward looking statementsThis announcement may contain, in addition to historical information, forward-looking statements related to the proposed tender offer. When used in this announcement, the words 'aims,' 'anticipates,' 'assumes,' 'believes,' 'could,' 'estimates,' 'expects,' 'intends,' 'may,' 'plans,' 'should,' 'will,' 'would' and similar expressions as they relate to the Offeror and Bavarian Nordic or the Offer identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Such statements are based on the Offeror's and management's current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements included in this announcement are based on information available to Bavarian Nordic as of the date of this announcement, and except to the extent Bavarian Nordic may be required to update such information under any applicable securities laws, Bavarian Nordic assumes no obligation to update such forward-looking statements. Restricted jurisdictionsThe Offer will not be made, and the Bavarian Nordic shares will not be accepted by the Offeror for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction. Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorizations, approvals or consents. Neither Bavarian Nordic nor any of its advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction. Notice to shareholders in the United StatesThe Offer, if and when commenced, will be subject to the laws of Denmark. The Offer will relate to the securities of a Danish company and will be subject to the disclosure requirements applicable under Danish law, which may be different in material respects from those applicable in the United States. The Offer, if made, will be made in the United States in compliance with Section 14(e) of, and applicable provisions of Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and otherwise in accordance with the requirements of Danish law. The Offer will not be subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. The Offer will be subject to disclosure and procedural requirements that may be different from those applicable to U.S. domestic tender offers, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered), and waivers of conditions. In addition, any financial information included in the Offer documents may not have been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to U.S. companies. Shareholders whose place of residence, seat, or habitual residence is in the United States ('U.S. Shareholders') are encouraged to consult with their own advisors regarding the Offer. If and when commenced, the Offer will be made to U.S. Shareholders on the same terms and conditions as those made to all other shareholders to whom the Offer is made. Any information documents, including the offer to purchase, will be disseminated to U.S. Shareholders on a basis reasonably comparable to the method that such documents are provided to other shareholders. It may be difficult for U.S. Shareholders to enforce certain rights and claims they may have arising in connection with the Offer under U.S. securities laws, since the Offeror and Bavarian Nordic are located in non-U.S. jurisdictions, and some or all of their respective officers and directors are residents of non-U.S. jurisdictions. U.S. Shareholders may not be able to sue the Offeror or Bavarian Nordic and/or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may not be possible to compel the Offeror or their respective affiliates, as applicable, to subject themselves to the judgment of a U.S. court. The receipt of cash pursuant to the Offer by a U.S. Shareholder 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 U.S. Shareholder is urged to consult its independent professional advisor immediately regarding the tax consequences to such U.S. Shareholder of accepting the Offer. In accordance with customary Danish practice and to the extent permitted by applicable Law, including Rule 14e-5(b) of the Exchange Act, the Offeror or any affiliates or nominees or brokers of the foregoing (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, shares (or any securities that are convertible into, exchangeable for or exercisable for such shares) outside of the U.S., other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If, prior to Completion, the Offeror or any affiliates or any nominee or broker of the foregoing acquires Shares at a higher price than the Offer Price, the Offeror will increase the offer price correspondingly as required by applicable law. In addition, affiliates of the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Bavarian Nordic, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law and regulation. Any information about such purchases will be announced through Nasdaq Copenhagen and relevant electronic media if, and to the extent, such announcement is required under applicable law or regulation. Neither the U.S. Securities and Exchange Commission nor any securities commission or other regulatory authority in any state of the United States has approved or declined to approve the Offer or any offer documents, passed upon the fairness or merits of the Offer, or provided an opinion as to the accuracy or completeness of this announcement or any other documents regarding the Offer. Any declaration to the contrary constitutes a criminal offense in the United States. This announcement is not intended for distribution in any jurisdiction where such distribution would violate applicable law or regulation. The Offer will be made only through the official offer documents and only to such persons and in such jurisdictions as permitted under applicable law. No recommendation is made as to whether holders of securities should tender their securities in connection with the Offer. Holders of securities should consult their own financial, legal, and tax advisors before making any decision regarding the Offer.1 'Nordic Capital Fund XI' refers to Nordic Capital Epsilon SCA, SICAV-RAIF (acting through its general partner Nordic Capital Epsilon GP SARL) for and on behalf of its compartment Nordic Capital Epsilon SCA, SICAV-RAIF - Compartment 2. 'Nordic Capital' refers to, depending on the context, any, or all, Nordic Capital branded entities, vehicles, structures, and associated entities. The general partners and/or delegated portfolio managers of Nordic Capital's entities and vehicles are advised by several non-discretionary sub-advisory entities, any or all of which are referred to as 'Nordic Capital Advisors'. 2 Maria Montserrat Montaner Picart (the Conflicted Director), who is affiliated with Nordic Capital, has not taken part in the Board of Directors' deliberations and otherwise Bavarian Nordic's handling of the transactions contemplated by the announcement agreement and the Offer, including the negotiations leading to the entering into of the announcement agreement. Accordingly, any reference to Bavarian Nordic's Board of Directors in this announcement shall, unless otherwise so specifically stated, be understood to exclude the Conflicted Company Announcement no. 21 / 2025 Section 4 Announcement of the OfferorSign in to access your portfolio
