Yatra Online receives $1.10/share tender offer from Magna Holdings

What happened

On August 19, 2026, Magna Holdings Ltd., a British Virgin Islands company, filed a Schedule TO with the SEC to launch a third-party tender offer for up to 20,000,000 ordinary shares of Yatra Online, Inc. at $1.10 per share in cash. The offer values the shares sought at approximately $22 million.

Yatra Online, an India-focused online travel company based in Gurugram, India, trades on the NASDAQ Capital Market. Its shares closed at $0.97 on August 19, down 1.12% from the prior close, meaning the $1.10 offer is about 13% above the last closing price.

Magna Holdings states it currently owns no Yatra shares. The offer is not conditioned on financing, and Magna says it has the ability to fund the purchase. The tender offer documents include an Offer to Purchase and a Letter of Transmittal.

Who is Magna Holdings?

Magna Holdings Ltd. is a private company incorporated in the British Virgin Islands on August 23, 2024. Its sole shareholder is Anita Mitesh Master, a British citizen who serves as Director of Operations, according to the filing.

The filing does not explain why Magna is making the offer or what it plans to do with the shares if the offer succeeds. Those details may be in the Offer to Purchase, which is attached to the filing but not reproduced in the excerpt we reviewed.

What this means

A Schedule TO is the SEC form used to disclose a tender offer — a public invitation to shareholders to sell their shares at a stated price within a set time. This is a third-party tender offer, filed under Rule 14d-100, meaning the buyer is an outside party, not the company itself.

In a tender offer, shareholders decide individually whether to accept. The offer is for up to 20 million shares, so not all shares will be bought if more than that are tendered; the filing notes the buyer will take shares on a first-come or pro-rata basis, as described in the Offer to Purchase.

The 20 million shares represent a minority of Yatra's outstanding shares — the company had about 154 million shares outstanding as of late 2025. So even if fully subscribed, Magna would hold roughly 13% of the company.

For shareholders, the key point is that a tender offer is a voluntary sell decision, not a forced purchase. The offer price is set at a premium to the recent market price, which is typical in a tender offer. The offer is open for a defined period — usually at least 20 business days — during which shareholders can tender or withdraw their shares. After the offer closes, the buyer pays for shares in cash.

The filing is the formal announcement of the offer, not the outcome. A final amendment to the Schedule TO reporting results would normally be filed after the offer expires.