AZB & Partners has acted as legal counsel to the board of JB Chemicals & Pharmaceuticals Limited (JB Pharma) on the proposed acquisition of a 46.39% stake by Torrent Pharmaceuticals Limited from private equity investor KKR, valuing JB Pharma at approximately ₹25,689 crore on a fully diluted basis.
The acquisition will trigger a mandatory open offer to public shareholders in compliance with India’s takeover regulations and will be followed by a merger through a scheme of arrangement, consolidating Torrent’s position in India’s competitive pharmaceutical sector.
Deal Overview
| Feature | Details |
|---|---|
| Acquirer | Torrent Pharmaceuticals Limited |
| Seller | KKR (Private Equity) |
| Target | JB Chemicals & Pharmaceuticals Limited (JB Pharma) |
| Board Counsel to Target | AZB & Partners |
| Stake Acquired | 46.39% |
| Transaction Value | Approx. ₹25,689 crore on a fully diluted basis |
| Structure | Primary stake sale, mandatory open offer, merger by scheme of arrangement |
| Sector | Pharmaceuticals – Branded Generics |
Parties Involved
Acquirer: Torrent Pharmaceuticals Limited, one of India’s leading listed pharmaceutical companies with a strong presence in branded generics, therapeutic segments and exports.
Seller: KKR, the global private equity firm, exiting its controlling stake in JB Pharma after holding the investment since 2020.
Target: JB Chemicals & Pharmaceuticals Limited (JB Pharma), an established domestic and export-oriented pharma company.
Board Counsel to Target: AZB & Partners advised the board of JB Pharma on its legal obligations during the stake sale, open offer and proposed merger.
AZB & Partners Deal Team
The AZB & Partners team advising JB Pharma’s board included:
Senior Partner: Vaidhyanadhan Iyer
Partner: Jeet Chaudhuri
Counsel: Himanshoo Tembe
Senior Associate: Sana Nagar
Associates: Priya Venkatesan, Abhinav Shankarraman, Akanksha Khandelwal
The team advised on board processes, compliance with SEBI’s takeover code, governance issues, and the merger scheme.
Key Transaction Highlights
The deal represents a major private equity exit by KKR from a significant Indian listed pharma company.
Torrent’s acquisition of nearly half of JB Pharma’s shares will be followed by a mandatory open offer to remaining public shareholders under SEBI’s takeover norms.
The merger via scheme of arrangement is expected to deliver scale synergies for Torrent Pharma in both domestic and export segments.
Strategic Significance
The transaction supports Torrent’s strategy to deepen its footprint in India’s branded generics market, expand its therapeutic portfolio and access new geographies and manufacturing capabilities.
For JB Pharma, the merger with Torrent could bring new growth opportunities through consolidated operations, marketing strength, and product pipeline integration.
KKR’s exit highlights the private equity cycle of capitalising on portfolio value after driving operational improvements and market expansion.
Why It Matters
India’s pharmaceutical industry remains highly fragmented and competitive, and large M&A deals like this drive consolidation, operational scale and investment in innovation.This significant stake acquisition and merger reinforces Torrent Pharma’s competitive position.
Major cross-holdings and mergers help Indian pharma companies expand global footprints and compete with multinational players.
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Disclaimer
This article is for informational purposes only and does not constitute legal or financial advice. Readers should consult professionals before making decisions.
