Torrent Pharmaceuticals will acquire a controlling stake in JB Chemicals and Pharmaceuticals Ltd. from global investment firm KKR in a deal valued at Rs 25,689 crore on a fully diluted basis, the companies said on Sunday. The transaction includes an acquisition of a majority stake followed by a full merger of the two companies.
Torrent has signed definitive agreements to acquire 46.39% equity in JB Pharma at a price of Rs 1,600 per share in the first phase, translating to a transaction value of Rs 11,917 crore, according to a statement to the exchanges. The deal will then trigger a mandatory open offer for an additional 26% stake at a price of Rs 1,639.18 per share, the statement said.
Torrent has also said that it intends to acquire up to 2.80% of equity from certain JB Pharma employees at the same price as KKR, the statement added.
Following the stake acquisition, Torrent will merge JB Pharma into its operations through a scheme of arrangement, the statement said, adding that JB Pharma shareholders holding 100 shares will receive 51 shares of Torrent after the merger.
Deal Rationale
Torrent said the transaction strengthens its domestic market position while expanding its global footprint. “JB Pharma brings a growing India portfolio and access to international markets, including Russia and South Africa. The acquisition also provides entry into the CDMO (contract development and manufacturing organisation) segment, which Torrent expects to be a long-term growth area,” the statement said.
The company further said the merger would enable operational integration across functions, improve scale, and support platform diversification. JB Pharma’s presence in chronic therapies and its branded product base complement Torrent’s existing portfolio and align with its strategy to grow in both India and select international markets.
Approvals and Advisors
The deal is subject to approvals from the Securities and Exchange Board of India, stock exchanges, the Competition Commission of India, and the National Company Law Tribunal as per the procedure.
Moelis & Company and NovaOne acted as financial advisors to Torrent, while Khaitan & Co. served as legal counsel. Ernst and Young Merchant Banking Services and BDO Valuation Advisory acted as registered valuers. KKR was advised by Kotak Investment Banking, Rothschild & Co., and Goldman Sachs. Legal counsel to KKR and JB Pharma were Shardul Amarchand Mangaldas & Co. and AZB & Partners, respectively.
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