Torrent Pharma To Buy Controlling 46.39% Stake In JB Chemicals For Rs 25,689 Crore
After the acquisition, Torrent plans to merge JB Chemicals with itself.
"The transaction marks a significant step in Torrent's ambition to create a future-ready, diversified healthcare platform combining a deep chronic segment heritage with emerging international CDMO capabilities," said JB Chemicals and Pharmaceuticals Limited in an exchange filing.
The transaction will be executed in 2 phases. The first phase includes the acquisition of 46.39 per cent equity stake (on a fully diluted basis) through a Share Purchase Agreement (SPA) at a consideration of Rs 11,917 crores, followed by a mandatory open offer to acquire up to 26 per cent of JB Pharma shares from public shareholders at an open offer price of Rs 1,639.18 per share.
In addition to the above, Torrent has also expressed its intent to acquire up to 2.80 per cent of equity shares from certain employees of JB Pharma at the same price per share as KKR.
The second phase includes 'merger between Torrent and JB Pharma through a scheme of arrangement'.
As per the approval given by the Board of Directors of both companies, upon merger of JB Pharma with Torrent, every shareholder holding 100 shares in JB Pharma will receive 51 shares of Torrent, the exchange filing read.
'We are pleased to have on board the JB Pharma heritage and build on the platform for the future. Torrent's deep India presence and JB Pharma's fast growing India business, combined with the CDMO and international footprint offers immense potential to scale both revenue and profitability,' said Samir Mehta Executive chairman, Torrent
This strategic alignment furthers our goal of strengthening our presence in the Indian pharma market, and build a larger diversified global presence. Moreover, the CDMO platform provides a new long-term avenue of growth for Torrent,' he mentioned.
According to Gaurav Trehan, Co-Head of Asia Pacific and Head of Asia Pacific Private Equity, KKR, and CEO of KKR India, JB Pharma's transformation under their stewardship is a testament to KKR's ability to scale high-quality companies.
'We are proud to have collaborated with JB Pharma's management team, led by Nikhil Chopra, to bring the breadth of KKR's global experience and operational expertise to support the company's organic and inorganic growth, and help JB Pharma become one of India's fastest growing branded pharmaceutical companies,' he noted.
Both the SPA and Scheme are subject to standard requisite statutory and regulatory approvals, including from Securities and Exchange Board of India (SEBI), Stock Exchanges, the Competition Commission of India (CCI), National Company Law Tribunal (NCLT), and other approvals, as applicable.
'As we now enter a new chapter alongside Torrent Pharmaceuticals, we are confident that the combined strengths of our organisations will unlock greater opportunities to enhance healthcare access across our markets,' said Nikhil Chopra, Chief Executive Officer and Whole Time Director of JB Pharma.
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