Torrent Pharma to Acquire Majority Stake in JB Chemicals, Plans Merger; Shares React

Mumbai, India – Torrent Pharmaceuticals Limited has unveiled plans to acquire a controlling interest in J.B. Chemicals & Pharmaceuticals Limited (JBCHEPHARM) through a multi-faceted transaction that includes a share purchase agreement, a mandatory open offer, and a proposed amalgamation.

According to the public announcement dated June 29, 2025, Torrent Pharmaceuticals has entered into a Share Purchase Agreement (SPA) with Tau Investment Holdings Pte. Ltd., the promoter seller of JB Chemicals. Under this agreement, Torrent Pharma will acquire 74,481,519 equity shares, representing 46.39% of JB Chemicals’ expanded share capital, at a price of INR 1,600 per share. This initial acquisition is valued at approximately INR 119.17 billion.

Following the SPA, Torrent Pharmaceuticals has launched a mandatory open offer to acquire an additional 41,745,264 equity shares, constituting 26.00% of JB Chemicals’ expanded share capital, from eligible public shareholders. The open offer price is set at INR 1,639.18 per share, payable in cash. If fully subscribed, this open offer would amount to approximately INR 68.43 billion, bringing Torrent Pharma’s total potential stake to 72.39%.

Crucially, the boards of directors of both Torrent Pharmaceuticals and JB Chemicals & Pharmaceuticals have approved a scheme of amalgamation. Under this scheme, JB Chemicals will be merged into Torrent Pharmaceuticals as a going concern. The merger consideration involves Torrent Pharma issuing its equity shares to JB Chemicals’ shareholders (excluding Torrent Pharma itself) based on a pre-agreed swap ratio.

The acquisition and the proposed merger are subject to various regulatory approvals, including clearance from the Competition Commission of India (CCI) and approval from Torrent Pharma’s shareholders for increased borrowing and investment limits. The open offer is not conditional on any minimum level of acceptance.

Upon the consummation of the transaction, Torrent Pharmaceuticals will assume control of JB Chemicals, and Tau Investment Holdings Pte. Ltd., the existing promoter, will be reclassified as a public shareholder. Torrent Pharmaceuticals has stated that it does not intend to delist JB Chemicals following the open offer.

JB Chemicals & Pharmaceuticals Limited (JBCHEPHARM) shares reacted to the news, trading at INR 1,684.8, reflecting a 6.5% decline at the time of the announcement. The detailed public statement (DPS) regarding the open offer is expected to be published on or before July 4, 2025.

source: Corporate Announcement

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