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India’s Devyani Wins CCI Approval for Sapphire Foods Merger

Sapphire shareholders would receive 177 Devyani shares per 100 Sapphire shares, while the scheme still needs further approvals.

Updated 2 min read
Pedestrians pass the Competition Commission of India offices in New Delhi, India. / EconoTimes.ai
Pedestrians pass the Competition Commission of India offices in New Delhi, India. / EconoTimes.ai

The Competition Commission of India (CCI) approved the proposed merger of Sapphire Foods India Limited into Devyani International Limited on Friday, moving the companies closer to combining their Indian KFC and Pizza Hut operations. The regulator’s Oct. 30 announcement also covered related transactions.

Under the scheme, each 100 Sapphire shares would be exchanged for 177 fully paid Devyani shares. A Devyani share has a face value of 1 rupee; a Sapphire share has a face value of 2 rupees. Sapphire would be amalgamated into Devyani when the scheme takes effect. The scheme lists April 1, 2026, as its appointed date.

The companies said in their Jan. 1 announcement that combining their businesses would place KFC and Pizza Hut’s Indian franchises under one Yum! Brands franchisee. Devyani’s forecast put annual synergies at 210 crore to 225 crore rupees from the combined business’s second full year. It estimated full integration would take 15 to 18 months after the merger’s effective date. Ravi Jaipuria, Devyani’s non-executive chairman, called the consolidation a “significant milestone” in the company’s growth journey in the Jan. 1 statement.

A separate agreement for Arctic International to buy a stake in Sapphire was terminated by mutual agreement, Devyani said in an Aug. 26 filing. The agreement covered 59,455,837 shares, about 18.5% of Sapphire. Devyani said the sale was removed as a merger condition and the share-exchange ratio was unchanged.

EconoTimes previously covered the companies’ proposal in its report on Sapphire Foods’ Pizza Hut sales and margins. That coverage said the companies filed a joint application with the CCI on Sept. 10.

The merger still needs other statutory and regulatory approvals. Devyani’s Jan. 1 filing identified approval from the National Company Law Tribunal (NCLT), as well as any shareholder or creditor processes that tribunal directs.

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