MUMBAI: Torrent Pharmaceuticals Ltd. on Sunday said it has entered into definitive agreements to acquire a controlling stake in JB Chemicals and Pharmaceuticals Ltd. from global investment firm KKR in a deal valued at ₹25,689 crore ($3 billion) on a fully diluted basis, to be followed by a merger of the two companies.
The acquisition will be executed in two phases. Torrent will first acquire a 46.39% stake in JB Pharma at ₹1,600 per share for a total of ₹11,917 crore through a share purchase agreement.
This will be followed by a mandatory open offer for up to 26% of JB Pharma shares at ₹1,639.18 per share. Torrent has also expressed intent to acquire up to 2.8% of shares from select employees, which would bring its total potential holding to 49.19%.
After the completion of the share acquisition, JB Pharma will be merged into Torrent Pharma through a scheme of arrangement, under which JB Pharma shareholders will receive 51 Torrent shares for every 100 shares held.
“We are pleased to welcome JB Pharma’s legacy into the Torrent fold,” said Samir Mehta, executive chairman of Torrent. “The combined entity’s strong India footprint and global CDMO capabilities position us for long-term growth and diversification.”
The deal is aimed at expanding Torrent’s chronic care portfolio and strengthening its presence in the Indian Pharmaceutical Market (IPM), while marking its entry into the contract development and manufacturing organization (CDMO) segment. Strategic synergies are also expected across operations and international markets.
KKR’s Gaurav Trehan, co-head of Asia Pacific Private Equity and CEO of KKR India, said the firm is proud of JB Pharma’s transformation during its tenure.
“With JB Pharma emerging as one of India’s fastest-growing pharma companies, we believe the team is well-positioned for continued success with Torrent,” he said.
JB Pharma CEO Nikhil Chopra called the transaction the beginning of “a new chapter,” highlighting the company’s consistent profitability gains and brand growth over the past five years under KKR’s stewardship.
The transaction is subject to regulatory and shareholder approvals, including from SEBI, CCI, the NCLT, and stock exchanges.
Moelis & Company and NovaOne advised Torrent, while Kotak Investment Banking and Rothschild & Co advised KKR. Legal counsel was provided by Khaitan & Co, Shardul Amarchand Mangaldas & Co, AZB & Partners, among others.
Torrent Pharmaceuticals, a leader in India’s chronic segment, operates across the U.S., Brazil, and Germany.
JB Pharma is a fast-growing player in the Indian pharma space with a footprint in Russia, South Africa, and over 40 export markets.
KKR is a global investment firm managing a diversified portfolio across private equity, real assets, and insurance solutions.