Torrent Pharmaceuticals Launches Open Offer for JB Chemicals & Pharmaceuticals, Shares Decline

Published: Jun 30, 2025 12:31

Mumbai, India – June 29, 2025 – Torrent Pharmaceuticals Limited has initiated a mandatory open offer to acquire a significant stake in J.B. Chemicals & Pharmaceuticals Limited (JBCHEPHARM), as announced today. The move follows Torrent Pharma’s agreement to acquire a controlling stake from the target company’s promoter.

The open offer, managed by NovaaOne Capital Private Limited, aims to acquire up to 4,17,45,264 fully paid-up equity shares, representing 26.00% of JB Chemicals’ expanded share capital. The offer price has been set at INR 1,639.18 per equity share, payable in cash, totaling approximately INR 6,842.80 crore if fully accepted.

This open offer is triggered by a Share Purchase Agreement (SPA) dated June 29, 2025, under which Torrent Pharmaceuticals agreed to acquire 7,44,81,519 equity shares, or 46.39% of the expanded share capital, from Tau Investment Holdings Pte. Ltd., the promoter seller, at a price of INR 1,600 per share. This initial acquisition alone amounts to approximately INR 11,917.04 crore.

Upon successful completion of both the SPA and the open offer, Torrent Pharmaceuticals’ total shareholding in J.B. Chemicals & Pharmaceuticals Limited could reach approximately 72.39% of the expanded share capital. The acquisition and the open offer are subject to various regulatory approvals, including from the Competition Commission of India.

At the time of the announcement, shares of J.B. Chemicals & Pharmaceuticals Limited were trading at INR 1684.8, reflecting a decline of 6.5%.

In a related development, both companies’ boards have approved a scheme of amalgamation, under which J.B. Chemicals & Pharmaceuticals will merge into Torrent Pharmaceuticals. As part of this scheme, Torrent Pharma will issue its equity shares to JB Chemicals’ shareholders based on a pre-agreed swap ratio. The promoter seller, Tau Investment Holdings Pte. Ltd., will cease to be in control of JB Chemicals and will be reclassified as a public shareholder post-transaction. Torrent Pharmaceuticals has stated it does not intend to delist the target company.

source: Corporate Announcement