Torrent Pharmaceuticals Ltd has announced a landmark acquisition and merger deal with J. B. Chemicals and Pharmaceuticals Ltd (JB Pharma), creating a diversified healthcare platform with strong capabilities in chronic therapies and the international Contract Development and Manufacturing Organisation (CDMO) segment.
The transaction, valued at ₹25,689 crore on a fully diluted equity basis, will be carried out in two phases. In the first phase, Torrent will acquire a 46.39% stake in JB Pharma from KKR through a Share Purchase Agreement for ₹11,917 crore, at ₹1,600 per share. This acquisition will trigger a mandatory open offer to public shareholders for up to 26% of JB Pharma shares at ₹1,639.18 per share. Additionally, Torrent has indicated plans to purchase up to 2.80% equity from certain employees of JB Pharma at the same per-share price paid to KKR.
In the second phase, JB Pharma will be merged into Torrent Pharma under a scheme of arrangement approved by the boards of both companies. Post-merger, JB Pharma shareholders will receive 51 shares of Torrent Pharma for every 100 shares held. Torrent Pharma will be the surviving listed entity after the scheme takes effect.
The transaction is subject to approval from the Competition Commission of India (CCI) and other regulatory bodies. Once completed, the merger is expected to significantly strengthen Torrent Pharma’s product portfolio, manufacturing capabilities, and global market presence.