Is Torrent Pharma set to acquire a controlling stake in JB Chemicals for Rs 25,689 crore?

Synopsis
Key Takeaways
- Torrent Pharmaceuticals is acquiring a controlling stake in JB Chemicals for Rs 25,689 crore.
- The deal is structured in two phases, including a Share Purchase Agreement and a public open offer.
- A merger is planned between Torrent and JB Pharmaceuticals.
- Strategic alignment aims to enhance the healthcare platform.
- The transaction requires various regulatory approvals.
New Delhi, June 29 (NationPress) Torrent Pharmaceuticals, the main entity of the Torrent Group, revealed on Sunday its decision to acquire a controlling 46.39 percent stake in JB Chemicals and Pharmaceuticals from the global investment firm KKR, with an equity valuation of Rs 25,689 crore.
Post-acquisition, Torrent aims to integrate JB Chemicals into its operations.
"This deal represents a pivotal move in Torrent’s goal to establish a future-ready, diversified healthcare platform that merges a rich history in the chronic segment with evolving international CDMO capabilities," stated JB Chemicals and Pharmaceuticals Limited in a filing.
The acquisition will occur in two stages. The initial phase entails the purchase of the 46.39 percent equity stake (on a fully diluted basis) via a Share Purchase Agreement (SPA) for Rs 11,917 crores, followed by a mandatory open offer to obtain an additional 26 percent of JB Pharma shares from public shareholders at an open offer price of Rs 1,639.18 per share.
Additionally, Torrent intends to purchase up to 2.80 percent of equity shares from certain JB Pharma employees at the same price as KKR.
The second phase consists of the "merger between Torrent and JB Pharma through a scheme of arrangement."
According to the approval from both companies' Boards of Directors, once JB Pharma merges with Torrent, each shareholder owning 100 shares in JB Pharma will receive 51 shares of Torrent, as per the filing.
“We are excited to bring the JB Pharma legacy on board and establish a platform for future growth. Torrent’s strong presence in India, combined with JB Pharma’s rapidly expanding operations, along with CDMO capabilities and an international reach, offers significant potential to enhance both revenue and profitability,” remarked Samir Mehta, Executive Chairman of Torrent.
This strategic alignment propels our objective of solidifying our footprint in the Indian pharmaceutical market while creating a larger global presence. Furthermore, the CDMO platform opens up a new long-term growth path for Torrent,” he added.
Gaurav Trehan, Co-Head of Asia Pacific and Head of Asia Pacific Private Equity at KKR, and CEO of KKR India, noted that JB Pharma’s transformation during their management showcases KKR’s ability to scale high-quality enterprises.
“We are proud to have worked alongside JB Pharma’s leadership, led by Nikhil Chopra, to leverage KKR’s extensive global experience and operational expertise to facilitate the company’s organic and inorganic growth, enabling JB Pharma to become one of India’s fastest-growing branded pharmaceutical entities,” he emphasized.
Both the SPA and the merger 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), National Company Law Tribunal (NCLT), and other necessary approvals.
“As we embark on this new journey with Torrent Pharmaceuticals, we believe that the collective strengths of our organizations will unlock greater opportunities to improve healthcare accessibility across our markets,” stated Nikhil Chopra, Chief Executive Officer and Whole Time Director of JB Pharma.