Torrent Pharmaceuticals, the Torrent Group's flagship company, announced that it will buy a controlling 46.39 percent stake in JB Chemicals and Pharmaceuticals from global investment firm KKR for Rs 25,689 crore in equity.
Following the acquisition, Torrent intends 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," JB Chemicals and Pharmaceuticals Limited stated in an exchange filing.
Key Highlights
Torrent Pharma acquires 46.39% controlling stake in JB Chemicals from KKR at ₹11,917 crore.
Deal values JB Chemicals at ₹25,689 crore; includes open offer and planned merger into Torrent.
The transaction will be completed in two phases. The first phase includes the acquisition of a 46.39 percent equity stake (on a fully diluted basis) through a Share Purchase Agreement (SPA) for Rs 11,917 crores, followed by a mandatory open offer to acquire up to 26% of JB Pharma shares from public shareholders at an open offer price of Rs 1,639.18 per share.
In addition to the foregoing, Torrent has expressed an intention to acquire up to 2.80 percent of equity shares from certain JB Pharma employees at the same price per share as KKR. The second phase includes a "merger between Torrent and JB Pharma through a scheme of arrangement".
According to the approval given by both companies' Boards of Directors, upon the merger of JB Pharma and Torrent, every shareholder holding 100 shares of JB Pharma will receive 51 shares of Torrent, according to an exchange filing.
"We are excited to bring on board the JB Pharma legacy 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 of Torrent.
This strategic alignment helps us achieve our goal of strengthening our presence in the Indian pharmaceutical market while also expanding our global presence.Furthermore, the CDMO platform creates a new long-term growth opportunity for Torrent," he stated.
Also Read: Torrent Pharma Resumes Talks to Buy KKR's Stake in JB Chemicals
According to Gaurav Trehan, Co-Head of Asia Pacific and Head of Asia Pacific Private Equity at KKR, and CEO of KKR India, JB Pharma's transformation under their leadership demonstrates KKR's ability to scale high-quality businesses.
"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 the Scheme are subject to standard statutory and regulatory approvals, including those from the Securities and Exchange Board of India (SEBI), stock exchanges, the Competition Commission of India (CCI), the National Company Law Tribunal (NCLT), and other relevant approvals.
"As we embark on a new chapter with Torrent Pharmaceuticals, we are confident that our combined strengths will unlock new opportunities to improve healthcare access in our markets," said Nikhil Chopra, Chief Executive Officer and Whole Time Director of JB Pharma.
