Torrent Pharma to Acquire JB Pharma in Rs. 25,689 Cr Deal, Paving Way for Strategic Merger

Torrent Pharmaceuticals Limited 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 INR 25,689 crores on a fully diluted basis. The acquisition will be followed by a merger between the two companies, marking a strategic move to build a future-ready, diversified healthcare platform. The transaction will be carried out in two phases. In the first phase, Torrent will acquire 46.39% of JB Pharma's equity through a Share Purchase Agreement (SPA) for INR 11,917 crores at INR 1,600 per share. Subsequently, Torrent will launch a mandatory open offer to acquire up to 26% of JB Pharma’s public shareholding at INR 1,639.18 per share. Additionally, Torrent intends to purchase up to 2.80% equity shares from select JB Pharma employees at the same price as offered to KKR.

The second phase involves the merger of Torrent and JB Pharma through a scheme of arrangement approved by the boards of both companies. As per the terms, shareholders of JB Pharma will receive 51 shares of Torrent for every 100 shares they hold. This merger is designed to combine Torrent’s strong domestic presence with JB Pharma’s fast-growing India operations and international CDMO (Contract Development and Manufacturing Organization) capabilities. The integration is expected to enhance revenue, profitability, and offer a new long-term growth avenue via CDMO expansion.

Samir Mehta, Executive Chairman of Torrent, expressed enthusiasm for combining JB Pharma’s heritage with Torrent’s strategic vision, aiming to strengthen their presence in the Indian pharma market and expand their global footprint. KKR’s Gaurav Trehan highlighted the transformation JB Pharma underwent under KKR's ownership, including both organic and inorganic growth, and expressed confidence in the company’s continued success with Torrent. JB Pharma’s CEO Nikhil Chopra emphasized the strategic evolution the company achieved under KKR’s guidance and is optimistic about the future prospects with Torrent.

Strategically, the acquisition provides Torrent with access to a rapidly growing Indian pharma franchise, leading brands in the chronic segment, and an entry into new therapeutic categories like ophthalmology. It also enhances Torrent’s market share in the Indian pharmaceutical market (IPM), brings operational synergies, and provides a platform for diversification and international expansion. The overall transaction structure includes a 46.39% acquisition via SPA, potential acquisition of up to 2.80%, and a 26% open offer, all subject to regulatory approvals from SEBI, stock exchanges, CCI, NCLT, and other relevant authorities.

Torrent Pharmaceuticals provides a diverse portfolio of pharmaceutical products spanning multiple therapeutic areas. Their major product segments include treatments for diabetes, cardiovascular conditions, gastrointestinal disorders (with notable brands like Nexpro (Esomeprazole) and Omizac (Omeprazole)), anti-infectives, pain relief, dermatological care, and consumer healthcare solutions.