Torrent Pharmaceuticals Limited has announced a definitive agreement to acquire a controlling stake in J. B. Chemicals & Pharmaceuticals Ltd (JB Pharma) from global investment firm KKR. The transaction, valued at ₹25,689 crore on a fully diluted basis, will be followed by a merger of JB Pharma with Torrent Pharma, marking one of the most significant consolidations in the Indian pharmaceutical industry.
The deal will unfold in two phases. In the first phase, Torrent will acquire a 46.39% equity stake in JB Pharma from KKR through a Share Purchase Agreement (SPA) for ₹11,917 crore at ₹1,600 per share. This will trigger a mandatory open offer for an additional 26% stake from public shareholders at ₹1,639.18 per share. Torrent has also expressed intent to purchase up to 2.80% of shares from JB Pharma employees at the same price as KKR’s.
In the second phase, the two entities will be merged through a scheme of arrangement approved by both companies’ Boards. Under the terms of the merger, JB Pharma shareholders will receive 51 Torrent shares for every 100 shares held in JB Pharma.
Samir Mehta, Executive Chairman of Torrent Pharmaceuticals, stated,
“We are pleased to have on board the JB Pharma heritage and build on this platform for the future. This acquisition aligns with our strategy to strengthen our position in the Indian Pharma Market (IPM) and expand our global presence. The CDMO capabilities brought by JB Pharma also unlock a new long-term growth avenue.”
Gaurav Trehan, Co-Head of Asia Pacific and CEO of KKR India, commented,
“JB Pharma’s transformation under our stewardship is a testament to KKR’s ability to scale high-quality companies. We’re proud of what we’ve achieved together with the management team and believe Torrent is the right partner for JB Pharma’s next phase of growth.”
Nikhil Chopra, CEO and Whole-Time Director of JB Pharma, added,
“Over the past five years, JB Pharma has emerged as one of India’s fastest-growing pharmaceutical players. With Torrent, we are confident our combined strengths will unlock greater opportunities and expand access to quality healthcare.”
Strategic Rationale Behind the Deal:
- Strengthened IPM position: Torrent gains access to JB Pharma’s fast-growing India franchise with strong chronic portfolio and new therapeutic areas such as ophthalmology.
- Operational synergies: The merger promises efficiency across manufacturing, supply chain, marketing, and R&D.
- CDMO entry: The acquisition provides Torrent with a strategic entry into the global Contract Development and Manufacturing Organization (CDMO) space.
- International scale-up: The combined platform allows for deeper consolidation in key international markets.
Deal Approvals and Structure:
The deal, comprising both the share purchase and the subsequent merger, is subject to regulatory approvals from SEBI, the Competition Commission of India (CCI), Stock Exchanges, National Company Law Tribunal (NCLT), and other applicable authorities.
Upon completion, the transaction will significantly enhance Torrent’s footprint in both domestic and international pharmaceutical markets, creating a diversified and future-ready healthcare platform.