Description

Torrent Pharmaceuticals Limited announces open offer to acquire up to 26% of J.B. Chemicals & Pharmaceuticals Limited at INR 1,639.18 per equity share under SEBI (SAST) Regulations.

Summary

Torrent Pharmaceuticals Limited has issued a Letter of Offer for an open offer to acquire up to 4,17,45,264 fully paid-up equity shares (representing 26.00% of the expanded share capital) of J.B. Chemicals & Pharmaceuticals Limited at INR 1,639.18 per equity share. This offer is made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

  • Acquirer: Torrent Pharmaceuticals Limited (CIN: L24230GJ1972PLC002126)
  • Target Company: J.B. Chemicals & Pharmaceuticals Limited (CIN: L24390MH1976PLC019380)
  • Offer Size: Up to 4,17,45,264 equity shares (26% of expanded share capital)
  • Offer Price: INR 1,639.18 per equity share (cash payment)
  • Face Value: INR 1 per equity share
  • Not conditional: Offer is not conditional upon minimum level of acceptance (Regulation 19)
  • Not a competing offer: This is not a competing offer under Regulation 20
  • Required statutory approvals: Have been received as of the date of Letter of Offer
  • Price revision permitted: Acquirer can revise offer price or size until one working day before tendering period commences

Regulatory Changes

This transaction is governed by the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. No specific regulatory changes are announced in this circular.

Compliance Requirements

  • Eligible Shareholders: Must review the Letter of Offer and accompanying Form of Acceptance
  • Recent sellers: Should hand over the Letter of Offer and Form of Acceptance to the stock exchange member through whom the sale was effected
  • Tendering process: Shareholders wishing to participate must follow the tendering procedures outlined in the Letter of Offer
  • Payment terms: Cash consideration at INR 1,639.18 per equity share for validly tendered shares
  • Statutory approvals: Where statutory approvals extend to some but not all eligible shareholders, the acquirer may make payment only to shareholders for whom no approvals are required

Important Dates

  • Offer announcement date: November 13, 2025
  • Tendering Period: To be announced (commencement date not specified in excerpt)
  • Price revision deadline: Until one working day before commencement of tendering period

Impact Assessment

Market Impact: This is a significant takeover transaction in the pharmaceutical sector involving two major players. The open offer for 26% stake represents a substantial acquisition that will likely impact J.B. Chemicals’ shareholding structure and governance.

Shareholder Impact: Eligible shareholders of J.B. Chemicals have the opportunity to tender their shares at INR 1,639.18 per share. The offer provides an exit opportunity at the specified price and is not conditional on minimum acceptance levels.

Corporate Impact: This acquisition by Torrent Pharmaceuticals of a 26% stake in J.B. Chemicals may lead to strategic changes, potential consolidation in the pharmaceutical sector, and changes in management or operational strategies of the target company.

Regulatory Compliance: The transaction is structured in full compliance with SEBI (SAST) Regulations, with all required statutory approvals already received, reducing execution risk.

Impact Justification

Major takeover transaction involving 26% stake acquisition of publicly listed pharmaceutical company, significant for shareholders and market participants