Torrent Pharmaceuticals to acquire controlling stake in JB Pharma from KKR for ₹25,689 crore, followed by merger
Torrent to first acquire 46.39 per cent stake in JB Pharma and initiate open offer, aiming to integrate operations through merger and expand presence in India and global CDMO markets
Torrent Pharmaceuticals (“Torrent”) has entered into definitive agreements with global investment firm KKR to acquire a controlling stake in J. B. Chemicals and Pharmaceuticals (“JB Pharma”) at an equity valuation of ₹25,689 crore on a fully diluted basis. The transaction will be followed by a merger of JB Pharma with Torrent, aligning with Torrent’s strategic plan to establish a diversified healthcare platform.
The acquisition and merger will be carried out in two phases. In the first phase, Torrent will acquire a 46.39 per cent equity stake in JB Pharma through a Share Purchase Agreement (SPA) at ₹11,917 crore, paying ₹1,600 per share. A mandatory open offer will follow, under which Torrent intends to acquire up to 26 per cent of JB Pharma’s shares from public shareholders at ₹1,639.18 per share. Additionally, Torrent has indicated an intent to acquire up to 2.80 per cent of shares from certain JB Pharma employees at the same price paid to KKR.
In the second phase, the two companies will merge through a scheme of arrangement. According to the proposal approved by the Boards of both companies, every shareholder holding 100 shares of JB Pharma will receive 51 shares of Torrent Pharmaceuticals.
Samir Mehta, Executive Chairman, Torrent Pharmaceuticals, stated, “We are pleased to have on board the JB Pharma heritage 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. This strategic alignment furthers our goal of strengthening our presence in the Indian pharma market, and build a larger diversified global presence. Moreover, the CDMO platform provides a new long-term avenue of growth for Torrent.”
Gaurav Trehan, Co-Head of Asia Pacific and Head of Asia Pacific Private Equity, KKR, and CEO of KKR India, said,“JB Pharma’s transformation under our stewardship is a testament to KKR’s ability to scale high-quality companies. 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. We believe the company is well-positioned for continued growth ahead and wish the team every success in its next chapter with Torrent.”
Nikhil Chopra, Chief Executive Officer and Whole Time Director of JB Pharma, commented, “Over the past five years, JB Pharma has emerged as one of India’s fastest growing pharmaceutical players, owing to KKR’s strategic guidance, stewardship of our independent directors and a focused strategic and executional excellence by the management team. We have built a strong foundation to deliver market-leading growth, as well as consistent improvement in profitability in the medium and long term. As we now enter a new chapter alongside Torrent Pharmaceuticals, we are confident that the combined strengths of our organisations will unlock greater opportunities to enhance healthcare access across our markets.”
The strategic rationale behind the acquisition includes access to a fast-growing India franchise, strengthened presence in the chronic segment, and entry into therapeutic areas such as ophthalmology. The transaction will allow Torrent to consolidate its position in the Indian Pharmaceutical Market (IPM), unlock operational synergies, and enter the Contract Development and Manufacturing Organisation (CDMO) segment, with opportunities for global expansion.
The structure of the transaction entails Torrent acquiring a total of 49.19 per cent equity through the SPA and employee share purchase, triggering a mandatory open offer of 26 per cent under Regulation 3 and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. The merger will proceed through a Scheme of Arrangement, subject to statutory and regulatory approvals, including those from SEBI, stock exchanges, the Competition Commission of India (CCI), the National Company Law Tribunal (NCLT), and other applicable authorities.